| Before | After | ||
|---|---|---|---|
| 0 | Gusto Terms 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. | 0 | Gusto Terms Terms 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 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. |
| 76 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | 76 | Except where specifically stated, Member Services will be available to Member regardless of Member��s relationship with Employer. |
| 217 | Please complete and email the completed form, including all required fields, to [email protected] . | 217 | Please complete and email the completed form, including all required fields, to legal-opt-outs@gusto.com. |
| 281 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | 281 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at support@gusto.com. |
| 283 | 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. | 283 | 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 |
| 284 | 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. | — | Removed |
| 285 | 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 ”). | — | Removed |
| 286 | 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. | — | Removed |
| 287 | 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. | — | Removed |
| 288 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 289 | 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. | — | Removed |
| 290 | 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. | — | Removed |
| 291 | 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. | — | Removed |
| 292 | 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. | — | Removed |
| 293 | Each of these terms apply to you depending on which capacity you are acting in at a given time. | — | Removed |
| 294 | 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). | — | Removed |
| 295 | 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 . | — | Removed |
| 296 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 297 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 298 | 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 ”). | — | Removed |
| 299 | 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. | — | Removed |
| 300 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 301 | You must be at least 18 years old to create an Employer Account. | — | Removed |
| 302 | 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). | — | Removed |
| 303 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 304 | 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. | — | Removed |
| 305 | 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. | — | Removed |
| 306 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 307 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 308 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 309 | 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. | — | Removed |
| 310 | A. | — | Removed |
| 311 | 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. | — | Removed |
| 312 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 313 | 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 . | — | Removed |
| 314 | 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. | — | Removed |
| 315 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 316 | 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). | — | Removed |
| 317 | B. | — | Removed |
| 318 | 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. | — | Removed |
| 319 | 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. | — | Removed |
| 320 | 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. | — | Removed |
| 321 | 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. | — | Removed |
| 322 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 323 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 324 | 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. | — | Removed |
| 325 | 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. | — | Removed |
| 326 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 327 | 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 ”). | — | Removed |
| 328 | 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. | — | Removed |
| 329 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 330 | 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. | — | Removed |
| 331 | 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. | — | Removed |
| 332 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 333 | 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. | — | Removed |
| 334 | 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 ). | — | Removed |
| 335 | 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. | — | Removed |
| 336 | 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 ”). | — | Removed |
| 337 | 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 ”). | — | Removed |
| 338 | 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. | — | Removed |
| 339 | 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. | — | Removed |
| 340 | The Bank Account must be in the United States. | — | Removed |
| 341 | 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. | — | Removed |
| 342 | 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 ”). | — | Removed |
| 343 | 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. | — | Removed |
| 344 | 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. | — | Removed |
| 345 | 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. | — | Removed |
| 346 | 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. | — | Removed |
| 347 | 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. | — | Removed |
| 348 | 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. | — | Removed |
| 349 | 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. | — | Removed |
| 350 | 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. | — | Removed |
| 351 | 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. | — | Removed |
| 352 | 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. | — | Removed |
| 353 | 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. | — | Removed |
| 354 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 355 | 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 ”). | — | Removed |
| 356 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 357 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 358 | 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 ”). | — | Removed |
| 359 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 360 | 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. | — | Removed |
| 361 | 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. | — | Removed |
| 362 | 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. | — | Removed |
| 363 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 364 | 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. | — | Removed |
| 365 | 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. | — | Removed |
| 366 | 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. | — | Removed |
| 367 | 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. | — | Removed |
| 368 | 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. | — | Removed |
| 369 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 370 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 371 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 372 | 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. | — | Removed |
| 373 | 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. | — | Removed |
| 374 | 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. | — | Removed |
| 375 | 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. | — | Removed |
| 376 | 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 ). | — | Removed |
| 377 | Our Privacy Policy is also incorporated into this Agreement by reference and is available at gusto.com/legal/privacy. 8. | — | Removed |
| 378 | 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. | — | Removed |
| 379 | 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). | — | Removed |
| 380 | 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. | — | Removed |
| 381 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 382 | 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. | — | Removed |
| 383 | 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. | — | Removed |
| 384 | 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 ”). | — | Removed |
| 385 | 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). | — | Removed |
| 386 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 387 | 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. | — | Removed |
| 388 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 389 | 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. | — | Removed |
| 390 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 391 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 392 | 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. | — | Removed |
| 393 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 394 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 395 | 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. | — | Removed |
| 396 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 397 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 398 | 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. | — | Removed |
| 399 | 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. | — | Removed |
| 400 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 401 | 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. | — | Removed |
| 402 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 403 | 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. | — | Removed |
| 404 | 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 . | — | Removed |
| 405 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 406 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 407 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 408 | 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. | — | Removed |
| 409 | 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. | — | Removed |
| 410 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 411 | 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. | — | Removed |
| 412 | 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. | — | Removed |
| 413 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 414 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 415 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 416 | 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. | — | Removed |
| 417 | 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. | — | Removed |
| 418 | Beta Features are provided as-is. | — | Removed |
| 419 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 420 | 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. | — | Removed |
| 421 | 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 ”). | — | Removed |
| 422 | 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. | — | Removed |
| 423 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 424 | 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. | — | Removed |
| 425 | 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. | — | Removed |
| 426 | 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. | — | Removed |
| 427 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 428 | 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. | — | Removed |
| 429 | 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. | — | Removed |
| 430 | 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. | — | Removed |
| 431 | 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. | — | Removed |
| 432 | 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. | — | Removed |
| 433 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 434 | 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. | — | Removed |
| 435 | 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). | — | Removed |
| 436 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 437 | 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. | — | Removed |
| 438 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 439 | 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. | — | Removed |
| 440 | 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. | — | Removed |
| 441 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 442 | 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. | — | Removed |
| 443 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 444 | 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. | — | Removed |
| 445 | 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. | — | Removed |
| 446 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 447 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 448 | Message frequency may vary. | — | Removed |
| 449 | Standard message and data rates may apply. | — | Removed |
| 450 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 451 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 452 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 453 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 454 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 455 | 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. | — | Removed |
| 456 | 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. | — | Removed |
| 457 | 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. | — | Removed |
| 458 | 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. | — | Removed |
| 459 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 460 | 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. | — | Removed |
| 461 | 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. | — | Removed |
| 462 | 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. | — | Removed |
| 463 | 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. | — | Removed |
| 464 | 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. | — | Removed |
| 465 | 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. | — | Removed |
| 466 | 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. | — | Removed |
| 467 | 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. | — | Removed |
| 468 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 469 | 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. | — | Removed |
| 470 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 471 | 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. | — | Removed |
| 472 | 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. | — | Removed |
| 473 | 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. | — | Removed |
| 474 | 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. | — | Removed |
| 475 | 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. | — | Removed |
| 476 | 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. | — | Removed |
| 477 | 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. | — | Removed |
| 478 | 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. | — | Removed |
| 479 | 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. | — | Removed |
| 480 | 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. | — | Removed |
| 481 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 482 | 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. | — | Removed |
| 483 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 484 | 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. | — | Removed |
| 485 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 486 | 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. | — | Removed |
| 487 | 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. | — | Removed |
| 488 | 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. | — | Removed |
| 489 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 490 | 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. | — | Removed |
| 491 | Election to Arbitrate . | — | Removed |
| 492 | 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. | — | Removed |
| 493 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 494 | 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 ”). | — | Removed |
| 495 | Opt-Out of Arbitration Provision . | — | Removed |
| 496 | 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. | — | Removed |
| 497 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 498 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 499 | 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. | — | Removed |
| 500 | 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). | — | Removed |
| 501 | Judicial Forum for Disputes . | — | Removed |
| 502 | 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. | — | Removed |
| 503 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 504 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 505 | 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. | — | Removed |
| 506 | 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. | — | Removed |
| 507 | NO CLASS ACTIONS . | — | Removed |
| 508 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 509 | 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 ”). | — | Removed |
| 510 | 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. | — | Removed |
| 511 | 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. | — | Removed |
| 512 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 513 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 514 | Arbitration Procedures . | — | Removed |
| 515 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 516 | 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 ”). | — | Removed |
| 517 | 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. | — | Removed |
| 518 | 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. | — | Removed |
| 519 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 520 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 521 | 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 ”). | — | Removed |
| 522 | 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. | — | Removed |
| 523 | 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. | — | Removed |
| 524 | 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. | — | Removed |
| 525 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 526 | 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. | — | Removed |
| 527 | 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. | — | Removed |
| 528 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 529 | 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. | — | Removed |
| 530 | Arbitration Location . | — | Removed |
| 531 | 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. | — | Removed |
| 532 | 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. | — | Removed |
| 533 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 534 | 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. | — | Removed |
| 535 | Arbitration Fees . | — | Removed |
| 536 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 537 | 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. | — | Removed |
| 538 | Arbitrator’s Decision . | — | Removed |
| 539 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 540 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 541 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 542 | Survival and Severability of Arbitration Provision . | — | Removed |
| 543 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 544 | 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. | — | Removed |
| 545 | 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. | — | Removed |
| 546 | 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. | — | Removed |
| 547 | 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. | — | Removed |
| 548 | 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. | — | Removed |
| 549 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 550 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 551 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 552 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 553 | 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. | — | Removed |
| 554 | 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. | — | Removed |
| 555 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 556 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 557 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 558 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 559 | 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. | — | Removed |
| 560 | 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. | — | Removed |
| 561 | 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. | — | Removed |
| 562 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 563 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 564 | 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 August 1st 2025 Download Table of Contents Last updated March 28, 2025 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 565 | 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. | — | Removed |
| 566 | 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 ”). | — | Removed |
| 567 | 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. | — | Removed |
| 568 | 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. | — | Removed |
| 569 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 570 | 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. | — | Removed |
| 571 | 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. | — | Removed |
| 572 | 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. | — | Removed |
| 573 | 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. | — | Removed |
| 574 | Each of these terms apply to you depending on which capacity you are acting in at a given time. | — | Removed |
| 575 | 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). | — | Removed |
| 576 | 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 . | — | Removed |
| 577 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 578 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 579 | 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 ”). | — | Removed |
| 580 | 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. | — | Removed |
| 581 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 582 | You must be at least 18 years old to create an Employer Account. | — | Removed |
| 583 | 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). | — | Removed |
| 584 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 585 | 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. | — | Removed |
| 586 | 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. | — | Removed |
| 587 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 588 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 589 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 590 | 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. | — | Removed |
| 591 | A. | — | Removed |
| 592 | 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. | — | Removed |
| 593 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 594 | 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 . | — | Removed |
| 595 | 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. | — | Removed |
| 596 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 597 | 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). | — | Removed |
| 598 | B. | — | Removed |
| 599 | 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. | — | Removed |
| 600 | 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. | — | Removed |
| 601 | 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. | — | Removed |
| 602 | 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. | — | Removed |
| 603 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 604 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 605 | 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. | — | Removed |
| 606 | 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. | — | Removed |
| 607 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 608 | 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 ”). | — | Removed |
| 609 | 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. | — | Removed |
| 610 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 611 | 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. | — | Removed |
| 612 | 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. | — | Removed |
| 613 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 614 | 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. | — | Removed |
| 615 | 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 ). | — | Removed |
| 616 | 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. | — | Removed |
| 617 | 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 ”). | — | Removed |
| 618 | 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 ”). | — | Removed |
| 619 | 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. | — | Removed |
| 620 | 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. | — | Removed |
| 621 | The Bank Account must be in the United States. | — | Removed |
| 622 | 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. | — | Removed |
| 623 | 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 ”). | — | Removed |
| 624 | 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. | — | Removed |
| 625 | 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. | — | Removed |
| 626 | 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. | — | Removed |
| 627 | 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. | — | Removed |
| 628 | 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. | — | Removed |
| 629 | 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. | — | Removed |
| 630 | 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. | — | Removed |
| 631 | 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. | — | Removed |
| 632 | 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. | — | Removed |
| 633 | 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. | — | Removed |
| 634 | 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. | — | Removed |
| 635 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 636 | 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 ”). | — | Removed |
| 637 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 638 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 639 | 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 ”). | — | Removed |
| 640 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 641 | 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. | — | Removed |
| 642 | 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. | — | Removed |
| 643 | 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. | — | Removed |
| 644 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 645 | 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. | — | Removed |
| 646 | 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. | — | Removed |
| 647 | 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. | — | Removed |
| 648 | 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. | — | Removed |
| 649 | 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. | — | Removed |
| 650 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 651 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 652 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 653 | 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. | — | Removed |
| 654 | 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. | — | Removed |
| 655 | 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. | — | Removed |
| 656 | 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. | — | Removed |
| 657 | 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 ). | — | Removed |
| 658 | Our Privacy Policy is also incorporated into this Agreement by reference and is available at gusto.com/legal/privacy. 8. | — | Removed |
| 659 | 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. | — | Removed |
| 660 | 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). | — | Removed |
| 661 | 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. | — | Removed |
| 662 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 663 | 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. | — | Removed |
| 664 | 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. | — | Removed |
| 665 | 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 ”). | — | Removed |
| 666 | 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). | — | Removed |
| 667 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 668 | 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. | — | Removed |
| 669 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 670 | 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. | — | Removed |
| 671 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 672 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 673 | 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. | — | Removed |
| 674 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 675 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 676 | 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. | — | Removed |
| 677 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 678 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 679 | 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. | — | Removed |
| 680 | 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. | — | Removed |
| 681 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 682 | 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. | — | Removed |
| 683 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 684 | 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. | — | Removed |
| 685 | 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 . | — | Removed |
| 686 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 687 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 688 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 689 | 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. | — | Removed |
| 690 | 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. | — | Removed |
| 691 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 692 | 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. | — | Removed |
| 693 | 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. | — | Removed |
| 694 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 695 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 696 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 697 | 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. | — | Removed |
| 698 | 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. | — | Removed |
| 699 | Beta Features are provided as-is. | — | Removed |
| 700 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 701 | 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. | — | Removed |
| 702 | 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 ”). | — | Removed |
| 703 | 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. | — | Removed |
| 704 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 705 | 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. | — | Removed |
| 706 | 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. | — | Removed |
| 707 | 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. | — | Removed |
| 708 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 709 | 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. | — | Removed |
| 710 | 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. | — | Removed |
| 711 | 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. | — | Removed |
| 712 | 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. | — | Removed |
| 713 | 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. | — | Removed |
| 714 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 715 | 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. | — | Removed |
| 716 | 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). | — | Removed |
| 717 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 718 | 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. | — | Removed |
| 719 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 720 | 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. | — | Removed |
| 721 | 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. | — | Removed |
| 722 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 723 | 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. | — | Removed |
| 724 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 725 | 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. | — | Removed |
| 726 | 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. | — | Removed |
| 727 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 728 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 729 | Message frequency may vary. | — | Removed |
| 730 | Standard message and data rates may apply. | — | Removed |
| 731 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 732 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 733 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 734 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 735 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 736 | 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. | — | Removed |
| 737 | 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. | — | Removed |
| 738 | 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. | — | Removed |
| 739 | 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. | — | Removed |
| 740 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 741 | 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. | — | Removed |
| 742 | 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. | — | Removed |
| 743 | 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. | — | Removed |
| 744 | 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. | — | Removed |
| 745 | 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. | — | Removed |
| 746 | 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. | — | Removed |
| 747 | 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. | — | Removed |
| 748 | 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. | — | Removed |
| 749 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 750 | 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. | — | Removed |
| 751 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 752 | 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. | — | Removed |
| 753 | 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. | — | Removed |
| 754 | 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. | — | Removed |
| 755 | 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. | — | Removed |
| 756 | 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. | — | Removed |
| 757 | 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. | — | Removed |
| 758 | 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. | — | Removed |
| 759 | 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. | — | Removed |
| 760 | 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. | — | Removed |
| 761 | 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. | — | Removed |
| 762 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 763 | 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. | — | Removed |
| 764 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 765 | 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. | — | Removed |
| 766 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 767 | 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. | — | Removed |
| 768 | 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. | — | Removed |
| 769 | 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. | — | Removed |
| 770 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 771 | 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. | — | Removed |
| 772 | Election to Arbitrate . | — | Removed |
| 773 | 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. | — | Removed |
| 774 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 775 | 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 ”). | — | Removed |
| 776 | Opt-Out of Arbitration Provision . | — | Removed |
| 777 | 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. | — | Removed |
| 778 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 779 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 780 | 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. | — | Removed |
| 781 | 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). | — | Removed |
| 782 | Judicial Forum for Disputes . | — | Removed |
| 783 | 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. | — | Removed |
| 784 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 785 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 786 | 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. | — | Removed |
| 787 | 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. | — | Removed |
| 788 | NO CLASS ACTIONS . | — | Removed |
| 789 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 790 | 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 ”). | — | Removed |
| 791 | 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. | — | Removed |
| 792 | 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. | — | Removed |
| 793 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 794 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 795 | Arbitration Procedures . | — | Removed |
| 796 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 797 | 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 ”). | — | Removed |
| 798 | 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. | — | Removed |
| 799 | 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. | — | Removed |
| 800 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 801 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 802 | 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 ”). | — | Removed |
| 803 | 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. | — | Removed |
| 804 | 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. | — | Removed |
| 805 | 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. | — | Removed |
| 806 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 807 | 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. | — | Removed |
| 808 | 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. | — | Removed |
| 809 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 810 | 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. | — | Removed |
| 811 | Arbitration Location . | — | Removed |
| 812 | 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. | — | Removed |
| 813 | 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. | — | Removed |
| 814 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 815 | 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. | — | Removed |
| 816 | Arbitration Fees . | — | Removed |
| 817 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 818 | 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. | — | Removed |
| 819 | Arbitrator’s Decision . | — | Removed |
| 820 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 821 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 822 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 823 | Survival and Severability of Arbitration Provision . | — | Removed |
| 824 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 825 | 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. | — | Removed |
| 826 | 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. | — | Removed |
| 827 | 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. | — | Removed |
| 828 | 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. | — | Removed |
| 829 | 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. | — | Removed |
| 830 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 831 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 832 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 833 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 834 | 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. | — | Removed |
| 835 | 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. | — | Removed |
| 836 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 837 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 838 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 839 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 840 | 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. | — | Removed |
| 841 | 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. | — | Removed |
| 842 | 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. | — | Removed |
| 843 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 844 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 845 | 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 July 15th 2025 to August 1st 2025 Download Table of Contents Last updated March 28, 2025 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 846 | 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. | — | Removed |
| 847 | 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 ”). | — | Removed |
| 848 | 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. | — | Removed |
| 849 | 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. | — | Removed |
| 850 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 851 | 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. | — | Removed |
| 852 | 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. | — | Removed |
| 853 | 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. | — | Removed |
| 854 | 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). | — | Removed |
| 855 | 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 . | — | Removed |
| 856 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 857 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 858 | 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 ”). | — | Removed |
| 859 | 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. | — | Removed |
| 860 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 861 | You must be at least 18 years old to create an Employer Account. | — | Removed |
| 862 | 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). | — | Removed |
| 863 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 864 | 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. | — | Removed |
| 865 | 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. | — | Removed |
| 866 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 867 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 868 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 869 | 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. | — | Removed |
| 870 | A. | — | Removed |
| 871 | 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. | — | Removed |
| 872 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 873 | 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 . | — | Removed |
| 874 | 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. | — | Removed |
| 875 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 876 | 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). | — | Removed |
| 877 | B. | — | Removed |
| 878 | 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. | — | Removed |
| 879 | 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. | — | Removed |
| 880 | 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. | — | Removed |
| 881 | 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. | — | Removed |
| 882 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 883 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 884 | 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. | — | Removed |
| 885 | 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. | — | Removed |
| 886 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 887 | 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 ”). | — | Removed |
| 888 | 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. | — | Removed |
| 889 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 890 | 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. | — | Removed |
| 891 | 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. | — | Removed |
| 892 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 893 | 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. | — | Removed |
| 894 | 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 ). | — | Removed |
| 895 | 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. | — | Removed |
| 896 | 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 ”). | — | Removed |
| 897 | 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 ”). | — | Removed |
| 898 | 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. | — | Removed |
| 899 | 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. | — | Removed |
| 900 | The Bank Account must be in the United States. | — | Removed |
| 901 | 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. | — | Removed |
| 902 | 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 ”). | — | Removed |
| 903 | 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. | — | Removed |
| 904 | 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. | — | Removed |
| 905 | 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. | — | Removed |
| 906 | 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. | — | Removed |
| 907 | 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. | — | Removed |
| 908 | 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. | — | Removed |
| 909 | 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. | — | Removed |
| 910 | 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. | — | Removed |
| 911 | 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. | — | Removed |
| 912 | 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. | — | Removed |
| 913 | 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. | — | Removed |
| 914 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 915 | 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 ”). | — | Removed |
| 916 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 917 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 918 | 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 ”). | — | Removed |
| 919 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 920 | 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. | — | Removed |
| 921 | 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. | — | Removed |
| 922 | 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. | — | Removed |
| 923 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 924 | 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. | — | Removed |
| 925 | 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. | — | Removed |
| 926 | 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. | — | Removed |
| 927 | 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. | — | Removed |
| 928 | 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. | — | Removed |
| 929 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 930 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 931 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 932 | 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. | — | Removed |
| 933 | 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. | — | Removed |
| 934 | 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. | — | Removed |
| 935 | 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. | — | Removed |
| 936 | 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 ). | — | Removed |
| 937 | Our Privacy Policy is also incorporated into this Agreement by reference and is available at gusto.com/legal/privacy. 8. | — | Removed |
| 938 | 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. | — | Removed |
| 939 | 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). | — | Removed |
| 940 | 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. | — | Removed |
| 941 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 942 | 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. | — | Removed |
| 943 | 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. | — | Removed |
| 944 | 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 ”). | — | Removed |
| 945 | 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). | — | Removed |
| 946 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 947 | 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. | — | Removed |
| 948 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 949 | 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. | — | Removed |
| 950 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 951 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 952 | 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. | — | Removed |
| 953 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 954 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 955 | 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. | — | Removed |
| 956 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 957 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 958 | 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. | — | Removed |
| 959 | 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. | — | Removed |
| 960 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 961 | 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. | — | Removed |
| 962 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 963 | 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. | — | Removed |
| 964 | 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 . | — | Removed |
| 965 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 966 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 967 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 968 | 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. | — | Removed |
| 969 | 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. | — | Removed |
| 970 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 971 | 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. | — | Removed |
| 972 | 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. | — | Removed |
| 973 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 974 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 975 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 976 | 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. | — | Removed |
| 977 | 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. | — | Removed |
| 978 | Beta Features are provided as-is. | — | Removed |
| 979 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 980 | 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. | — | Removed |
| 981 | 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 ”). | — | Removed |
| 982 | 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. | — | Removed |
| 983 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 984 | 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. | — | Removed |
| 985 | 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. | — | Removed |
| 986 | 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. | — | Removed |
| 987 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 988 | 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. | — | Removed |
| 989 | 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. | — | Removed |
| 990 | 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. | — | Removed |
| 991 | 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. | — | Removed |
| 992 | 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. | — | Removed |
| 993 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 994 | 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. | — | Removed |
| 995 | 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). | — | Removed |
| 996 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 997 | 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. | — | Removed |
| 998 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 999 | 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. | — | Removed |
| 1000 | 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. | — | Removed |
| 1001 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 1002 | 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. | — | Removed |
| 1003 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 1004 | 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. | — | Removed |
| 1005 | 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. | — | Removed |
| 1006 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 1007 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 1008 | Message frequency may vary. | — | Removed |
| 1009 | Standard message and data rates may apply. | — | Removed |
| 1010 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 1011 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 1012 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 1013 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 1014 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 1015 | 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. | — | Removed |
| 1016 | 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. | — | Removed |
| 1017 | 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. | — | Removed |
| 1018 | 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. | — | Removed |
| 1019 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 1020 | 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. | — | Removed |
| 1021 | 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. | — | Removed |
| 1022 | 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. | — | Removed |
| 1023 | 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. | — | Removed |
| 1024 | 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. | — | Removed |
| 1025 | 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. | — | Removed |
| 1026 | 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. | — | Removed |
| 1027 | 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. | — | Removed |
| 1028 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 1029 | 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. | — | Removed |
| 1030 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 1031 | 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. | — | Removed |
| 1032 | 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. | — | Removed |
| 1033 | 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. | — | Removed |
| 1034 | 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. | — | Removed |
| 1035 | 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. | — | Removed |
| 1036 | 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. | — | Removed |
| 1037 | 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. | — | Removed |
| 1038 | 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. | — | Removed |
| 1039 | 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. | — | Removed |
| 1040 | 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. | — | Removed |
| 1041 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 1042 | 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. | — | Removed |
| 1043 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 1044 | 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. | — | Removed |
| 1045 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 1046 | 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. | — | Removed |
| 1047 | 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. | — | Removed |
| 1048 | 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. | — | Removed |
| 1049 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 1050 | 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. | — | Removed |
| 1051 | Election to Arbitrate . | — | Removed |
| 1052 | 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. | — | Removed |
| 1053 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 1054 | 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 ”). | — | Removed |
| 1055 | Opt-Out of Arbitration Provision . | — | Removed |
| 1056 | 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. | — | Removed |
| 1057 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 1058 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 1059 | 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. | — | Removed |
| 1060 | 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). | — | Removed |
| 1061 | Judicial Forum for Disputes . | — | Removed |
| 1062 | 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. | — | Removed |
| 1063 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 1064 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 1065 | 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. | — | Removed |
| 1066 | 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. | — | Removed |
| 1067 | NO CLASS ACTIONS . | — | Removed |
| 1068 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 1069 | 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 ”). | — | Removed |
| 1070 | 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. | — | Removed |
| 1071 | 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. | — | Removed |
| 1072 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 1073 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 1074 | Arbitration Procedures . | — | Removed |
| 1075 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 1076 | 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 ”). | — | Removed |
| 1077 | 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. | — | Removed |
| 1078 | 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. | — | Removed |
| 1079 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 1080 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 1081 | 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 ”). | — | Removed |
| 1082 | 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. | — | Removed |
| 1083 | 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. | — | Removed |
| 1084 | 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. | — | Removed |
| 1085 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 1086 | 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. | — | Removed |
| 1087 | 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. | — | Removed |
| 1088 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 1089 | 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. | — | Removed |
| 1090 | Arbitration Location . | — | Removed |
| 1091 | 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. | — | Removed |
| 1092 | 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. | — | Removed |
| 1093 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 1094 | 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. | — | Removed |
| 1095 | Arbitration Fees . | — | Removed |
| 1096 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 1097 | 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. | — | Removed |
| 1098 | Arbitrator’s Decision . | — | Removed |
| 1099 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 1100 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 1101 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 1102 | Survival and Severability of Arbitration Provision . | — | Removed |
| 1103 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 1104 | 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. | — | Removed |
| 1105 | 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. | — | Removed |
| 1106 | 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. | — | Removed |
| 1107 | 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. | — | Removed |
| 1108 | 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. | — | Removed |
| 1109 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 1110 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 1111 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 1112 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 1113 | 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. | — | Removed |
| 1114 | 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. | — | Removed |
| 1115 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 1116 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 1117 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 1118 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 1119 | 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. | — | Removed |
| 1120 | 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. | — | Removed |
| 1121 | 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. | — | Removed |
| 1122 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 1123 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 1124 | 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 March 28th 2025 to July 15th 2025 Download Table of Contents Last updated March 28, 2025 By accessing or using Gusto's products and services, you agree to be bound by these updated terms, which will take effect on the earlier of April 23, 2025 or the date you click to accept them. | — | Removed |
| 1125 | You may review the outgoing terms here . | — | Removed |
| 1126 | ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 1127 | 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. | — | Removed |
| 1128 | 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 ”). | — | Removed |
| 1129 | 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. | — | Removed |
| 1130 | 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. | — | Removed |
| 1131 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 1132 | 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. | — | Removed |
| 1133 | 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. | — | Removed |
| 1134 | 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. | — | Removed |
| 1135 | 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). | — | Removed |
| 1136 | 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 . | — | Removed |
| 1137 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 1138 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 1139 | 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 ”). | — | Removed |
| 1140 | 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. | — | Removed |
| 1141 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 1142 | You must be at least 18 years old to create an Employer Account. | — | Removed |
| 1143 | 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). | — | Removed |
| 1144 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 1145 | 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. | — | Removed |
| 1146 | 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. | — | Removed |
| 1147 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 1148 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 1149 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 1150 | 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. | — | Removed |
| 1151 | A. | — | Removed |
| 1152 | 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. | — | Removed |
| 1153 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 1154 | 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 . | — | Removed |
| 1155 | 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. | — | Removed |
| 1156 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 1157 | 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). | — | Removed |
| 1158 | B. | — | Removed |
| 1159 | 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. | — | Removed |
| 1160 | 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. | — | Removed |
| 1161 | 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. | — | Removed |
| 1162 | 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. | — | Removed |
| 1163 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 1164 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 1165 | 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. | — | Removed |
| 1166 | 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. | — | Removed |
| 1167 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 1168 | 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 ”). | — | Removed |
| 1169 | 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. | — | Removed |
| 1170 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 1171 | 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. | — | Removed |
| 1172 | 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. | — | Removed |
| 1173 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 1174 | 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. | — | Removed |
| 1175 | 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 ). | — | Removed |
| 1176 | 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. | — | Removed |
| 1177 | 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 ”). | — | Removed |
| 1178 | 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 ”). | — | Removed |
| 1179 | 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. | — | Removed |
| 1180 | 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. | — | Removed |
| 1181 | The Bank Account must be in the United States. | — | Removed |
| 1182 | 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. | — | Removed |
| 1183 | 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 ”). | — | Removed |
| 1184 | 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. | — | Removed |
| 1185 | 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. | — | Removed |
| 1186 | 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. | — | Removed |
| 1187 | 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. | — | Removed |
| 1188 | 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. | — | Removed |
| 1189 | 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. | — | Removed |
| 1190 | 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. | — | Removed |
| 1191 | 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. | — | Removed |
| 1192 | 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. | — | Removed |
| 1193 | 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. | — | Removed |
| 1194 | 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. | — | Removed |
| 1195 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 1196 | 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 ”). | — | Removed |
| 1197 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 1198 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 1199 | 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 ”). | — | Removed |
| 1200 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 1201 | 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. | — | Removed |
| 1202 | 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. | — | Removed |
| 1203 | 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. | — | Removed |
| 1204 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 1205 | 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. | — | Removed |
| 1206 | 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. | — | Removed |
| 1207 | 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. | — | Removed |
| 1208 | 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. | — | Removed |
| 1209 | 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. | — | Removed |
| 1210 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 1211 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 1212 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 1213 | 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. | — | Removed |
| 1214 | 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. | — | Removed |
| 1215 | 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. | — | Removed |
| 1216 | 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. | — | Removed |
| 1217 | 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 ). | — | Removed |
| 1218 | Our Privacy Policy is also incorporated into this Agreement by reference and is available at gusto.com/legal/privacy. 8. | — | Removed |
| 1219 | 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. | — | Removed |
| 1220 | 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). | — | Removed |
| 1221 | 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. | — | Removed |
| 1222 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 1223 | 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. | — | Removed |
| 1224 | 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. | — | Removed |
| 1225 | 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 ”). | — | Removed |
| 1226 | 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). | — | Removed |
| 1227 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 1228 | 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. | — | Removed |
| 1229 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 1230 | 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. | — | Removed |
| 1231 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 1232 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 1233 | 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. | — | Removed |
| 1234 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 1235 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 1236 | 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. | — | Removed |
| 1237 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 1238 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 1239 | 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. | — | Removed |
| 1240 | 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. | — | Removed |
| 1241 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 1242 | 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. | — | Removed |
| 1243 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 1244 | 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. | — | Removed |
| 1245 | 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 . | — | Removed |
| 1246 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 1247 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 1248 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 1249 | 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. | — | Removed |
| 1250 | 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. | — | Removed |
| 1251 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 1252 | 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. | — | Removed |
| 1253 | 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. | — | Removed |
| 1254 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 1255 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 1256 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 1257 | 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. | — | Removed |
| 1258 | 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. | — | Removed |
| 1259 | Beta Features are provided as-is. | — | Removed |
| 1260 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 1261 | 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. | — | Removed |
| 1262 | 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 ”). | — | Removed |
| 1263 | 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. | — | Removed |
| 1264 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 1265 | 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. | — | Removed |
| 1266 | 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. | — | Removed |
| 1267 | 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. | — | Removed |
| 1268 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 1269 | 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. | — | Removed |
| 1270 | 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. | — | Removed |
| 1271 | 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. | — | Removed |
| 1272 | 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. | — | Removed |
| 1273 | 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. | — | Removed |
| 1274 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 1275 | 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. | — | Removed |
| 1276 | 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). | — | Removed |
| 1277 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 1278 | 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. | — | Removed |
| 1279 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 1280 | 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. | — | Removed |
| 1281 | 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. | — | Removed |
| 1282 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 1283 | 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. | — | Removed |
| 1284 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 1285 | 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. | — | Removed |
| 1286 | 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. | — | Removed |
| 1287 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 1288 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 1289 | Message frequency may vary. | — | Removed |
| 1290 | Standard message and data rates may apply. | — | Removed |
| 1291 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 1292 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 1293 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 1294 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 1295 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 1296 | 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. | — | Removed |
| 1297 | 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. | — | Removed |
| 1298 | 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. | — | Removed |
| 1299 | 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. | — | Removed |
| 1300 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 1301 | 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. | — | Removed |
| 1302 | 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. | — | Removed |
| 1303 | 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. | — | Removed |
| 1304 | 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. | — | Removed |
| 1305 | 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. | — | Removed |
| 1306 | 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. | — | Removed |
| 1307 | 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. | — | Removed |
| 1308 | 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. | — | Removed |
| 1309 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 1310 | 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. | — | Removed |
| 1311 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 1312 | 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. | — | Removed |
| 1313 | 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. | — | Removed |
| 1314 | 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. | — | Removed |
| 1315 | 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. | — | Removed |
| 1316 | 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. | — | Removed |
| 1317 | 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. | — | Removed |
| 1318 | 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. | — | Removed |
| 1319 | 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. | — | Removed |
| 1320 | 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. | — | Removed |
| 1321 | 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. | — | Removed |
| 1322 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 1323 | 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. | — | Removed |
| 1324 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 1325 | 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. | — | Removed |
| 1326 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 1327 | 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. | — | Removed |
| 1328 | 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. | — | Removed |
| 1329 | 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. | — | Removed |
| 1330 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 1331 | 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. | — | Removed |
| 1332 | Election to Arbitrate . | — | Removed |
| 1333 | 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. | — | Removed |
| 1334 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 1335 | 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 ”). | — | Removed |
| 1336 | Opt-Out of Arbitration Provision . | — | Removed |
| 1337 | 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. | — | Removed |
| 1338 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 1339 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 1340 | 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. | — | Removed |
| 1341 | 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). | — | Removed |
| 1342 | Judicial Forum for Disputes . | — | Removed |
| 1343 | 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. | — | Removed |
| 1344 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 1345 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 1346 | 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. | — | Removed |
| 1347 | 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. | — | Removed |
| 1348 | NO CLASS ACTIONS . | — | Removed |
| 1349 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 1350 | 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 ”). | — | Removed |
| 1351 | 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. | — | Removed |
| 1352 | 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. | — | Removed |
| 1353 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 1354 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 1355 | Arbitration Procedures . | — | Removed |
| 1356 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 1357 | 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 ”). | — | Removed |
| 1358 | 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. | — | Removed |
| 1359 | 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. | — | Removed |
| 1360 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 1361 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 1362 | 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 ”). | — | Removed |
| 1363 | 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. | — | Removed |
| 1364 | 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. | — | Removed |
| 1365 | 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. | — | Removed |
| 1366 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 1367 | 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. | — | Removed |
| 1368 | 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. | — | Removed |
| 1369 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 1370 | 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. | — | Removed |
| 1371 | Arbitration Location . | — | Removed |
| 1372 | 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. | — | Removed |
| 1373 | 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. | — | Removed |
| 1374 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 1375 | 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. | — | Removed |
| 1376 | Arbitration Fees . | — | Removed |
| 1377 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 1378 | 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. | — | Removed |
| 1379 | Arbitrator’s Decision . | — | Removed |
| 1380 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 1381 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 1382 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 1383 | Survival and Severability of Arbitration Provision . | — | Removed |
| 1384 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 1385 | 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. | — | Removed |
| 1386 | 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. | — | Removed |
| 1387 | 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. | — | Removed |
| 1388 | 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. | — | Removed |
| 1389 | 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. | — | Removed |
| 1390 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 1391 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 1392 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 1393 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 1394 | 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. | — | Removed |
| 1395 | 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. | — | Removed |
| 1396 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 1397 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 1398 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 1399 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 1400 | 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. | — | Removed |
| 1401 | 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. | — | Removed |
| 1402 | 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. | — | Removed |
| 1403 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 1404 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 1405 | 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 November 15th 2024 to March 28th 2025 Download Table of Contents Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 1406 | 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. | — | Removed |
| 1407 | 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 ”). | — | Removed |
| 1408 | 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. | — | Removed |
| 1409 | 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. | — | Removed |
| 1410 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 1411 | 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. | — | Removed |
| 1412 | 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. | — | Removed |
| 1413 | 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. | — | Removed |
| 1414 | 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). | — | Removed |
| 1415 | 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 . | — | Removed |
| 1416 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 1417 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 1418 | 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 ”). | — | Removed |
| 1419 | 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. | — | Removed |
| 1420 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 1421 | 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). | — | Removed |
| 1422 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 1423 | 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. | — | Removed |
| 1424 | 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. | — | Removed |
| 1425 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 1426 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 1427 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 1428 | 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. | — | Removed |
| 1429 | A. | — | Removed |
| 1430 | 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. | — | Removed |
| 1431 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 1432 | 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 . | — | Removed |
| 1433 | 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. | — | Removed |
| 1434 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 1435 | 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). | — | Removed |
| 1436 | B. | — | Removed |
| 1437 | 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. | — | Removed |
| 1438 | 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. | — | Removed |
| 1439 | 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. | — | Removed |
| 1440 | 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. | — | Removed |
| 1441 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 1442 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 1443 | 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. | — | Removed |
| 1444 | 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. | — | Removed |
| 1445 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 1446 | 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 ”). | — | Removed |
| 1447 | 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. | — | Removed |
| 1448 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 1449 | 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. | — | Removed |
| 1450 | 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. | — | Removed |
| 1451 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 1452 | 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. | — | Removed |
| 1453 | 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 ). | — | Removed |
| 1454 | 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. | — | Removed |
| 1455 | 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 ”). | — | Removed |
| 1456 | 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 ”). | — | Removed |
| 1457 | 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. | — | Removed |
| 1458 | 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. | — | Removed |
| 1459 | The Bank Account must be in the United States. | — | Removed |
| 1460 | 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. | — | Removed |
| 1461 | 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 ”). | — | Removed |
| 1462 | 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. | — | Removed |
| 1463 | 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. | — | Removed |
| 1464 | 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. | — | Removed |
| 1465 | 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. | — | Removed |
| 1466 | 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. | — | Removed |
| 1467 | 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. | — | Removed |
| 1468 | 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. | — | Removed |
| 1469 | 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. | — | Removed |
| 1470 | 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. | — | Removed |
| 1471 | 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. | — | Removed |
| 1472 | 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. | — | Removed |
| 1473 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 1474 | 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 ”). | — | Removed |
| 1475 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 1476 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 1477 | 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 ”). | — | Removed |
| 1478 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 1479 | 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. | — | Removed |
| 1480 | 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. | — | Removed |
| 1481 | 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. | — | Removed |
| 1482 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 1483 | 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. | — | Removed |
| 1484 | 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. | — | Removed |
| 1485 | 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. | — | Removed |
| 1486 | 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. | — | Removed |
| 1487 | 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. | — | Removed |
| 1488 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 1489 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 1490 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 1491 | 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. | — | Removed |
| 1492 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 1493 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 1494 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 1495 | 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. | — | Removed |
| 1496 | 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). | — | Removed |
| 1497 | 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. | — | Removed |
| 1498 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 1499 | 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. | — | Removed |
| 1500 | 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. | — | Removed |
| 1501 | 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 ”). | — | Removed |
| 1502 | 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). | — | Removed |
| 1503 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 1504 | 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. | — | Removed |
| 1505 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 1506 | 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. | — | Removed |
| 1507 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 1508 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 1509 | 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. | — | Removed |
| 1510 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 1511 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 1512 | 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. | — | Removed |
| 1513 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 1514 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 1515 | 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. | — | Removed |
| 1516 | 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. | — | Removed |
| 1517 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 1518 | 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. | — | Removed |
| 1519 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 1520 | 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. | — | Removed |
| 1521 | 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 . | — | Removed |
| 1522 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 1523 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 1524 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 1525 | 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. | — | Removed |
| 1526 | 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. | — | Removed |
| 1527 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 1528 | 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. | — | Removed |
| 1529 | 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. | — | Removed |
| 1530 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 1531 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 1532 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 1533 | 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. | — | Removed |
| 1534 | 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. | — | Removed |
| 1535 | Beta Features are provided as-is. | — | Removed |
| 1536 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 1537 | 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. | — | Removed |
| 1538 | 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 ”). | — | Removed |
| 1539 | 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. | — | Removed |
| 1540 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 1541 | 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. | — | Removed |
| 1542 | 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. | — | Removed |
| 1543 | 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. | — | Removed |
| 1544 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 1545 | 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. | — | Removed |
| 1546 | 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. | — | Removed |
| 1547 | 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. | — | Removed |
| 1548 | 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. | — | Removed |
| 1549 | 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. | — | Removed |
| 1550 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 1551 | 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. | — | Removed |
| 1552 | 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). | — | Removed |
| 1553 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 1554 | 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. | — | Removed |
| 1555 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 1556 | 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. | — | Removed |
| 1557 | 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. | — | Removed |
| 1558 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 1559 | 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. | — | Removed |
| 1560 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 1561 | 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. | — | Removed |
| 1562 | 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. | — | Removed |
| 1563 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 1564 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 1565 | Message frequency may vary. | — | Removed |
| 1566 | Standard message and data rates may apply. | — | Removed |
| 1567 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 1568 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 1569 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 1570 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 1571 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 1572 | 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. | — | Removed |
| 1573 | 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. | — | Removed |
| 1574 | 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. | — | Removed |
| 1575 | 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. | — | Removed |
| 1576 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 1577 | 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. | — | Removed |
| 1578 | 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. | — | Removed |
| 1579 | 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. | — | Removed |
| 1580 | 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. | — | Removed |
| 1581 | 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. | — | Removed |
| 1582 | 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. | — | Removed |
| 1583 | 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. | — | Removed |
| 1584 | 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. | — | Removed |
| 1585 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 1586 | 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. | — | Removed |
| 1587 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 1588 | 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. | — | Removed |
| 1589 | 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. | — | Removed |
| 1590 | 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. | — | Removed |
| 1591 | 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. | — | Removed |
| 1592 | 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. | — | Removed |
| 1593 | 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. | — | Removed |
| 1594 | 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. | — | Removed |
| 1595 | 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. | — | Removed |
| 1596 | 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. | — | Removed |
| 1597 | 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. | — | Removed |
| 1598 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 1599 | 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. | — | Removed |
| 1600 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 1601 | 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. | — | Removed |
| 1602 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 1603 | 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. | — | Removed |
| 1604 | 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. | — | Removed |
| 1605 | 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. | — | Removed |
| 1606 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 1607 | 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. | — | Removed |
| 1608 | Election to Arbitrate . | — | Removed |
| 1609 | 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. | — | Removed |
| 1610 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 1611 | 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 ”). | — | Removed |
| 1612 | Opt-Out of Arbitration Provision . | — | Removed |
| 1613 | 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. | — | Removed |
| 1614 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 1615 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 1616 | 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. | — | Removed |
| 1617 | 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). | — | Removed |
| 1618 | Judicial Forum for Disputes . | — | Removed |
| 1619 | 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. | — | Removed |
| 1620 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 1621 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 1622 | 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. | — | Removed |
| 1623 | 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. | — | Removed |
| 1624 | NO CLASS ACTIONS . | — | Removed |
| 1625 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 1626 | 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 ”). | — | Removed |
| 1627 | 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. | — | Removed |
| 1628 | 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. | — | Removed |
| 1629 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 1630 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 1631 | Arbitration Procedures . | — | Removed |
| 1632 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 1633 | 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 ”). | — | Removed |
| 1634 | 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. | — | Removed |
| 1635 | 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. | — | Removed |
| 1636 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 1637 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 1638 | 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 ”). | — | Removed |
| 1639 | 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. | — | Removed |
| 1640 | 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. | — | Removed |
| 1641 | 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. | — | Removed |
| 1642 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 1643 | 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. | — | Removed |
| 1644 | 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. | — | Removed |
| 1645 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 1646 | 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. | — | Removed |
| 1647 | Arbitration Location . | — | Removed |
| 1648 | 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. | — | Removed |
| 1649 | 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. | — | Removed |
| 1650 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 1651 | 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. | — | Removed |
| 1652 | Arbitration Fees . | — | Removed |
| 1653 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 1654 | 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. | — | Removed |
| 1655 | Arbitrator’s Decision . | — | Removed |
| 1656 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 1657 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 1658 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 1659 | Survival and Severability of Arbitration Provision . | — | Removed |
| 1660 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 1661 | 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. | — | Removed |
| 1662 | 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. | — | Removed |
| 1663 | 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. | — | Removed |
| 1664 | 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. | — | Removed |
| 1665 | 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. | — | Removed |
| 1666 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 1667 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 1668 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 1669 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 1670 | 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. | — | Removed |
| 1671 | 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. | — | Removed |
| 1672 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 1673 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 1674 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 1675 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 1676 | 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. | — | Removed |
| 1677 | 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. | — | Removed |
| 1678 | 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. | — | Removed |
| 1679 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 1680 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 1681 | 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 March 24th 2024 to November 15th 2024 Download Table of Contents Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 1682 | 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. | — | Removed |
| 1683 | 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 ”). | — | Removed |
| 1684 | 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. | — | Removed |
| 1685 | 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. | — | Removed |
| 1686 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 1687 | 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. | — | Removed |
| 1688 | 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. | — | Removed |
| 1689 | 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. | — | Removed |
| 1690 | 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). | — | Removed |
| 1691 | 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 . | — | Removed |
| 1692 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 1693 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 1694 | 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 ”). | — | Removed |
| 1695 | 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. | — | Removed |
| 1696 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 1697 | 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). | — | Removed |
| 1698 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 1699 | 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. | — | Removed |
| 1700 | 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. | — | Removed |
| 1701 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 1702 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 1703 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 1704 | 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. | — | Removed |
| 1705 | A. | — | Removed |
| 1706 | 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. | — | Removed |
| 1707 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 1708 | 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 . | — | Removed |
| 1709 | 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. | — | Removed |
| 1710 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 1711 | 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). | — | Removed |
| 1712 | B. | — | Removed |
| 1713 | 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. | — | Removed |
| 1714 | 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. | — | Removed |
| 1715 | 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. | — | Removed |
| 1716 | 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. | — | Removed |
| 1717 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 1718 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 1719 | 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. | — | Removed |
| 1720 | 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. | — | Removed |
| 1721 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 1722 | 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 ”). | — | Removed |
| 1723 | 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. | — | Removed |
| 1724 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 1725 | 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. | — | Removed |
| 1726 | 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. | — | Removed |
| 1727 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 1728 | 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. | — | Removed |
| 1729 | 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 ). | — | Removed |
| 1730 | 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. | — | Removed |
| 1731 | 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 ”). | — | Removed |
| 1732 | 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 ”). | — | Removed |
| 1733 | 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. | — | Removed |
| 1734 | 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. | — | Removed |
| 1735 | The Bank Account must be in the United States. | — | Removed |
| 1736 | 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. | — | Removed |
| 1737 | 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 ”). | — | Removed |
| 1738 | 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. | — | Removed |
| 1739 | 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. | — | Removed |
| 1740 | 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. | — | Removed |
| 1741 | 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. | — | Removed |
| 1742 | 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. | — | Removed |
| 1743 | 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. | — | Removed |
| 1744 | 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. | — | Removed |
| 1745 | 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. | — | Removed |
| 1746 | 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. | — | Removed |
| 1747 | 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. | — | Removed |
| 1748 | 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. | — | Removed |
| 1749 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 1750 | 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 ”). | — | Removed |
| 1751 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 1752 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 1753 | 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 ”). | — | Removed |
| 1754 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 1755 | 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. | — | Removed |
| 1756 | 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. | — | Removed |
| 1757 | 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. | — | Removed |
| 1758 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 1759 | 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. | — | Removed |
| 1760 | 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. | — | Removed |
| 1761 | 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. | — | Removed |
| 1762 | 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. | — | Removed |
| 1763 | 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. | — | Removed |
| 1764 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 1765 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 1766 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 1767 | 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. | — | Removed |
| 1768 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 1769 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 1770 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 1771 | 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. | — | Removed |
| 1772 | 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). | — | Removed |
| 1773 | 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. | — | Removed |
| 1774 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 1775 | 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. | — | Removed |
| 1776 | 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. | — | Removed |
| 1777 | 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 ”). | — | Removed |
| 1778 | 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). | — | Removed |
| 1779 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 1780 | 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. | — | Removed |
| 1781 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 1782 | 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. | — | Removed |
| 1783 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 1784 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 1785 | 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. | — | Removed |
| 1786 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 1787 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 1788 | 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. | — | Removed |
| 1789 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 1790 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 1791 | 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. | — | Removed |
| 1792 | 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. | — | Removed |
| 1793 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 1794 | 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. | — | Removed |
| 1795 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 1796 | 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. | — | Removed |
| 1797 | 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 . | — | Removed |
| 1798 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 1799 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 1800 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 1801 | 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. | — | Removed |
| 1802 | 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. | — | Removed |
| 1803 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 1804 | 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. | — | Removed |
| 1805 | 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. | — | Removed |
| 1806 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 1807 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 1808 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 1809 | 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. | — | Removed |
| 1810 | 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. | — | Removed |
| 1811 | Beta Features are provided as-is. | — | Removed |
| 1812 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 1813 | 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. | — | Removed |
| 1814 | 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 ”). | — | Removed |
| 1815 | 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. | — | Removed |
| 1816 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 1817 | 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. | — | Removed |
| 1818 | 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. | — | Removed |
| 1819 | 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. | — | Removed |
| 1820 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 1821 | 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. | — | Removed |
| 1822 | 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. | — | Removed |
| 1823 | 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. | — | Removed |
| 1824 | 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. | — | Removed |
| 1825 | 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. | — | Removed |
| 1826 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 1827 | 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. | — | Removed |
| 1828 | 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). | — | Removed |
| 1829 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 1830 | 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. | — | Removed |
| 1831 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 1832 | 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. | — | Removed |
| 1833 | 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. | — | Removed |
| 1834 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 1835 | 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. | — | Removed |
| 1836 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 1837 | 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. | — | Removed |
| 1838 | 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. | — | Removed |
| 1839 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 1840 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 1841 | Message frequency may vary. | — | Removed |
| 1842 | Standard message and data rates may apply. | — | Removed |
| 1843 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 1844 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 1845 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 1846 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 1847 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 1848 | 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. | — | Removed |
| 1849 | 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. | — | Removed |
| 1850 | 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. | — | Removed |
| 1851 | 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. | — | Removed |
| 1852 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 1853 | 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. | — | Removed |
| 1854 | 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. | — | Removed |
| 1855 | 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. | — | Removed |
| 1856 | 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. | — | Removed |
| 1857 | 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. | — | Removed |
| 1858 | 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. | — | Removed |
| 1859 | 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. | — | Removed |
| 1860 | 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. | — | Removed |
| 1861 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 1862 | 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. | — | Removed |
| 1863 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 1864 | 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. | — | Removed |
| 1865 | 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. | — | Removed |
| 1866 | 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. | — | Removed |
| 1867 | 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. | — | Removed |
| 1868 | 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. | — | Removed |
| 1869 | 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. | — | Removed |
| 1870 | 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. | — | Removed |
| 1871 | 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. | — | Removed |
| 1872 | 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. | — | Removed |
| 1873 | 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. | — | Removed |
| 1874 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 1875 | 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. | — | Removed |
| 1876 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 1877 | 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. | — | Removed |
| 1878 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 1879 | 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. | — | Removed |
| 1880 | 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. | — | Removed |
| 1881 | 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. | — | Removed |
| 1882 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 1883 | 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. | — | Removed |
| 1884 | Election to Arbitrate . | — | Removed |
| 1885 | 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. | — | Removed |
| 1886 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 1887 | 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 ”). | — | Removed |
| 1888 | Opt-Out of Arbitration Provision . | — | Removed |
| 1889 | 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. | — | Removed |
| 1890 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 1891 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 1892 | 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. | — | Removed |
| 1893 | 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). | — | Removed |
| 1894 | Judicial Forum for Disputes . | — | Removed |
| 1895 | 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. | — | Removed |
| 1896 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 1897 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 1898 | 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. | — | Removed |
| 1899 | 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. | — | Removed |
| 1900 | NO CLASS ACTIONS . | — | Removed |
| 1901 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 1902 | 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 ”). | — | Removed |
| 1903 | 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. | — | Removed |
| 1904 | 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. | — | Removed |
| 1905 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 1906 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 1907 | Arbitration Procedures . | — | Removed |
| 1908 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 1909 | 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 ”). | — | Removed |
| 1910 | 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. | — | Removed |
| 1911 | 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. | — | Removed |
| 1912 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 1913 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 1914 | 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 ”). | — | Removed |
| 1915 | 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. | — | Removed |
| 1916 | 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. | — | Removed |
| 1917 | 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. | — | Removed |
| 1918 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 1919 | 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. | — | Removed |
| 1920 | 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. | — | Removed |
| 1921 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 1922 | 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. | — | Removed |
| 1923 | Arbitration Location . | — | Removed |
| 1924 | 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. | — | Removed |
| 1925 | 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. | — | Removed |
| 1926 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 1927 | 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. | — | Removed |
| 1928 | Arbitration Fees . | — | Removed |
| 1929 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 1930 | 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. | — | Removed |
| 1931 | Arbitrator’s Decision . | — | Removed |
| 1932 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 1933 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 1934 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 1935 | Survival and Severability of Arbitration Provision . | — | Removed |
| 1936 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 1937 | 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. | — | Removed |
| 1938 | 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. | — | Removed |
| 1939 | 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. | — | Removed |
| 1940 | 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. | — | Removed |
| 1941 | 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. | — | Removed |
| 1942 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 1943 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 1944 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 1945 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 1946 | 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. | — | Removed |
| 1947 | 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. | — | Removed |
| 1948 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 1949 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 1950 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 1951 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 1952 | 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. | — | Removed |
| 1953 | 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. | — | Removed |
| 1954 | 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. | — | Removed |
| 1955 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 1956 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 1957 | 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 March 24th 2024 to March 24th 2024 Download Summary of changes removing the language that referred to the fact that these were new terms and when they would take effect. no changes to content other than removal of top intro paragraph above the last updated date. | — | Removed |
| 1958 | Table of Contents Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 1959 | 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. | — | Removed |
| 1960 | 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 ”). | — | Removed |
| 1961 | 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. | — | Removed |
| 1962 | 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. | — | Removed |
| 1963 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 1964 | 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. | — | Removed |
| 1965 | 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. | — | Removed |
| 1966 | 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. | — | Removed |
| 1967 | 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). | — | Removed |
| 1968 | 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 . | — | Removed |
| 1969 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 1970 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 1971 | 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 ”). | — | Removed |
| 1972 | 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. | — | Removed |
| 1973 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 1974 | 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). | — | Removed |
| 1975 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 1976 | 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. | — | Removed |
| 1977 | 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. | — | Removed |
| 1978 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 1979 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 1980 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 1981 | 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. | — | Removed |
| 1982 | A. | — | Removed |
| 1983 | 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. | — | Removed |
| 1984 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 1985 | 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 . | — | Removed |
| 1986 | 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. | — | Removed |
| 1987 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 1988 | 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). | — | Removed |
| 1989 | B. | — | Removed |
| 1990 | 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. | — | Removed |
| 1991 | 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. | — | Removed |
| 1992 | 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. | — | Removed |
| 1993 | 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. | — | Removed |
| 1994 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 1995 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 1996 | 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. | — | Removed |
| 1997 | 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. | — | Removed |
| 1998 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 1999 | 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 ”). | — | Removed |
| 2000 | 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. | — | Removed |
| 2001 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 2002 | 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. | — | Removed |
| 2003 | 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. | — | Removed |
| 2004 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 2005 | 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. | — | Removed |
| 2006 | 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 ). | — | Removed |
| 2007 | 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. | — | Removed |
| 2008 | 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 ”). | — | Removed |
| 2009 | 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 ”). | — | Removed |
| 2010 | 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. | — | Removed |
| 2011 | 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. | — | Removed |
| 2012 | The Bank Account must be in the United States. | — | Removed |
| 2013 | 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. | — | Removed |
| 2014 | 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 ”). | — | Removed |
| 2015 | 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. | — | Removed |
| 2016 | 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. | — | Removed |
| 2017 | 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. | — | Removed |
| 2018 | 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. | — | Removed |
| 2019 | 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. | — | Removed |
| 2020 | 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. | — | Removed |
| 2021 | 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. | — | Removed |
| 2022 | 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. | — | Removed |
| 2023 | 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. | — | Removed |
| 2024 | 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. | — | Removed |
| 2025 | 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. | — | Removed |
| 2026 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 2027 | 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 ”). | — | Removed |
| 2028 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 2029 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 2030 | 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 ”). | — | Removed |
| 2031 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 2032 | 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. | — | Removed |
| 2033 | 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. | — | Removed |
| 2034 | 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. | — | Removed |
| 2035 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 2036 | 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. | — | Removed |
| 2037 | 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. | — | Removed |
| 2038 | 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. | — | Removed |
| 2039 | 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. | — | Removed |
| 2040 | 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. | — | Removed |
| 2041 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 2042 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 2043 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 2044 | 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. | — | Removed |
| 2045 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 2046 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 2047 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 2048 | 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. | — | Removed |
| 2049 | 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). | — | Removed |
| 2050 | 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. | — | Removed |
| 2051 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 2052 | 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. | — | Removed |
| 2053 | 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. | — | Removed |
| 2054 | 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 ”). | — | Removed |
| 2055 | 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). | — | Removed |
| 2056 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 2057 | 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. | — | Removed |
| 2058 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 2059 | 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. | — | Removed |
| 2060 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 2061 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 2062 | 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. | — | Removed |
| 2063 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 2064 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 2065 | 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. | — | Removed |
| 2066 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 2067 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 2068 | 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. | — | Removed |
| 2069 | 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. | — | Removed |
| 2070 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 2071 | 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. | — | Removed |
| 2072 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 2073 | 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. | — | Removed |
| 2074 | 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 . | — | Removed |
| 2075 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 2076 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 2077 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 2078 | 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. | — | Removed |
| 2079 | 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. | — | Removed |
| 2080 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 2081 | 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. | — | Removed |
| 2082 | 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. | — | Removed |
| 2083 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 2084 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 2085 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 2086 | 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. | — | Removed |
| 2087 | 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. | — | Removed |
| 2088 | Beta Features are provided as-is. | — | Removed |
| 2089 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 2090 | 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. | — | Removed |
| 2091 | 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 ”). | — | Removed |
| 2092 | 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. | — | Removed |
| 2093 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 2094 | 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. | — | Removed |
| 2095 | 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. | — | Removed |
| 2096 | 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. | — | Removed |
| 2097 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 2098 | 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. | — | Removed |
| 2099 | 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. | — | Removed |
| 2100 | 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. | — | Removed |
| 2101 | 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. | — | Removed |
| 2102 | 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. | — | Removed |
| 2103 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 2104 | 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. | — | Removed |
| 2105 | 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). | — | Removed |
| 2106 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 2107 | 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. | — | Removed |
| 2108 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 2109 | 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. | — | Removed |
| 2110 | 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. | — | Removed |
| 2111 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 2112 | 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. | — | Removed |
| 2113 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 2114 | 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. | — | Removed |
| 2115 | 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. | — | Removed |
| 2116 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 2117 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 2118 | Message frequency may vary. | — | Removed |
| 2119 | Standard message and data rates may apply. | — | Removed |
| 2120 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 2121 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 2122 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 2123 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 2124 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 2125 | 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. | — | Removed |
| 2126 | 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. | — | Removed |
| 2127 | 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. | — | Removed |
| 2128 | 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. | — | Removed |
| 2129 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 2130 | 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. | — | Removed |
| 2131 | 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. | — | Removed |
| 2132 | 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. | — | Removed |
| 2133 | 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. | — | Removed |
| 2134 | 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. | — | Removed |
| 2135 | 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. | — | Removed |
| 2136 | 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. | — | Removed |
| 2137 | 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. | — | Removed |
| 2138 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 2139 | 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. | — | Removed |
| 2140 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 2141 | 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. | — | Removed |
| 2142 | 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. | — | Removed |
| 2143 | 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. | — | Removed |
| 2144 | 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. | — | Removed |
| 2145 | 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. | — | Removed |
| 2146 | 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. | — | Removed |
| 2147 | 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. | — | Removed |
| 2148 | 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. | — | Removed |
| 2149 | 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. | — | Removed |
| 2150 | 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. | — | Removed |
| 2151 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 2152 | 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. | — | Removed |
| 2153 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 2154 | 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. | — | Removed |
| 2155 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 2156 | 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. | — | Removed |
| 2157 | 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. | — | Removed |
| 2158 | 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. | — | Removed |
| 2159 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 2160 | 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. | — | Removed |
| 2161 | Election to Arbitrate . | — | Removed |
| 2162 | 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. | — | Removed |
| 2163 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 2164 | 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 ”). | — | Removed |
| 2165 | Opt-Out of Arbitration Provision . | — | Removed |
| 2166 | 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. | — | Removed |
| 2167 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 2168 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 2169 | 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. | — | Removed |
| 2170 | 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). | — | Removed |
| 2171 | Judicial Forum for Disputes . | — | Removed |
| 2172 | 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. | — | Removed |
| 2173 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 2174 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 2175 | 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. | — | Removed |
| 2176 | 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. | — | Removed |
| 2177 | NO CLASS ACTIONS . | — | Removed |
| 2178 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 2179 | 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 ”). | — | Removed |
| 2180 | 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. | — | Removed |
| 2181 | 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. | — | Removed |
| 2182 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 2183 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 2184 | Arbitration Procedures . | — | Removed |
| 2185 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 2186 | 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 ”). | — | Removed |
| 2187 | 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. | — | Removed |
| 2188 | 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. | — | Removed |
| 2189 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 2190 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 2191 | 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 ”). | — | Removed |
| 2192 | 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. | — | Removed |
| 2193 | 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. | — | Removed |
| 2194 | 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. | — | Removed |
| 2195 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 2196 | 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. | — | Removed |
| 2197 | 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. | — | Removed |
| 2198 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 2199 | 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. | — | Removed |
| 2200 | Arbitration Location . | — | Removed |
| 2201 | 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. | — | Removed |
| 2202 | 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. | — | Removed |
| 2203 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 2204 | 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. | — | Removed |
| 2205 | Arbitration Fees . | — | Removed |
| 2206 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 2207 | 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. | — | Removed |
| 2208 | Arbitrator’s Decision . | — | Removed |
| 2209 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 2210 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 2211 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 2212 | Survival and Severability of Arbitration Provision . | — | Removed |
| 2213 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 2214 | 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. | — | Removed |
| 2215 | 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. | — | Removed |
| 2216 | 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. | — | Removed |
| 2217 | 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. | — | Removed |
| 2218 | 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. | — | Removed |
| 2219 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 2220 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 2221 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 2222 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 2223 | 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. | — | Removed |
| 2224 | 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. | — | Removed |
| 2225 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 2226 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 2227 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 2228 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 2229 | 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. | — | Removed |
| 2230 | 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. | — | Removed |
| 2231 | 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. | — | Removed |
| 2232 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 2233 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 2234 | 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 February 21st 2024 to March 24th 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto account. | — | Removed |
| 2235 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 2236 | To review the outgoing terms, please click here . | — | Removed |
| 2237 | Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 2238 | 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. | — | Removed |
| 2239 | 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 ”). | — | Removed |
| 2240 | 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. | — | Removed |
| 2241 | 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. | — | Removed |
| 2242 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 2243 | 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. | — | Removed |
| 2244 | 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. | — | Removed |
| 2245 | 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. | — | Removed |
| 2246 | 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). | — | Removed |
| 2247 | 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 . | — | Removed |
| 2248 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 2249 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 2250 | 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 ”). | — | Removed |
| 2251 | 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. | — | Removed |
| 2252 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 2253 | 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). | — | Removed |
| 2254 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 2255 | 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. | — | Removed |
| 2256 | 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. | — | Removed |
| 2257 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 2258 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 2259 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 2260 | 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. | — | Removed |
| 2261 | A. | — | Removed |
| 2262 | 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. | — | Removed |
| 2263 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 2264 | 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 . | — | Removed |
| 2265 | 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. | — | Removed |
| 2266 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 2267 | 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). | — | Removed |
| 2268 | B. | — | Removed |
| 2269 | 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. | — | Removed |
| 2270 | 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. | — | Removed |
| 2271 | 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. | — | Removed |
| 2272 | 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. | — | Removed |
| 2273 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 2274 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 2275 | 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. | — | Removed |
| 2276 | 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. | — | Removed |
| 2277 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 2278 | 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 ”). | — | Removed |
| 2279 | 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. | — | Removed |
| 2280 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 2281 | 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. | — | Removed |
| 2282 | 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. | — | Removed |
| 2283 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 2284 | 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. | — | Removed |
| 2285 | 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 ). | — | Removed |
| 2286 | 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. | — | Removed |
| 2287 | 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 ”). | — | Removed |
| 2288 | 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 ”). | — | Removed |
| 2289 | 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. | — | Removed |
| 2290 | 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. | — | Removed |
| 2291 | The Bank Account must be in the United States. | — | Removed |
| 2292 | 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. | — | Removed |
| 2293 | 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 ”). | — | Removed |
| 2294 | 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. | — | Removed |
| 2295 | 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. | — | Removed |
| 2296 | 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. | — | Removed |
| 2297 | 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. | — | Removed |
| 2298 | 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. | — | Removed |
| 2299 | 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. | — | Removed |
| 2300 | 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. | — | Removed |
| 2301 | 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. | — | Removed |
| 2302 | 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. | — | Removed |
| 2303 | 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. | — | Removed |
| 2304 | 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. | — | Removed |
| 2305 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 2306 | 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 ”). | — | Removed |
| 2307 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 2308 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 2309 | 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 ”). | — | Removed |
| 2310 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 2311 | 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. | — | Removed |
| 2312 | 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. | — | Removed |
| 2313 | 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. | — | Removed |
| 2314 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 2315 | 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. | — | Removed |
| 2316 | 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. | — | Removed |
| 2317 | 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. | — | Removed |
| 2318 | 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. | — | Removed |
| 2319 | 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. | — | Removed |
| 2320 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 2321 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 2322 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 2323 | 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. | — | Removed |
| 2324 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 2325 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 2326 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 2327 | 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. | — | Removed |
| 2328 | 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). | — | Removed |
| 2329 | 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. | — | Removed |
| 2330 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 2331 | 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. | — | Removed |
| 2332 | 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. | — | Removed |
| 2333 | 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 ”). | — | Removed |
| 2334 | 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). | — | Removed |
| 2335 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 2336 | 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. | — | Removed |
| 2337 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 2338 | 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. | — | Removed |
| 2339 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 2340 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 2341 | 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. | — | Removed |
| 2342 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 2343 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 2344 | 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. | — | Removed |
| 2345 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 2346 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 2347 | 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. | — | Removed |
| 2348 | 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. | — | Removed |
| 2349 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 2350 | 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. | — | Removed |
| 2351 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 2352 | 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. | — | Removed |
| 2353 | 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 . | — | Removed |
| 2354 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 2355 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 2356 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 2357 | 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. | — | Removed |
| 2358 | 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. | — | Removed |
| 2359 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 2360 | 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. | — | Removed |
| 2361 | 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. | — | Removed |
| 2362 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 2363 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 2364 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 2365 | 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. | — | Removed |
| 2366 | 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. | — | Removed |
| 2367 | Beta Features are provided as-is. | — | Removed |
| 2368 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 2369 | 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. | — | Removed |
| 2370 | 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 ”). | — | Removed |
| 2371 | 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. | — | Removed |
| 2372 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 2373 | 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. | — | Removed |
| 2374 | 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. | — | Removed |
| 2375 | 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. | — | Removed |
| 2376 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 2377 | 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. | — | Removed |
| 2378 | 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. | — | Removed |
| 2379 | 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. | — | Removed |
| 2380 | 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. | — | Removed |
| 2381 | 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. | — | Removed |
| 2382 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 2383 | 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. | — | Removed |
| 2384 | 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). | — | Removed |
| 2385 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 2386 | 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. | — | Removed |
| 2387 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 2388 | 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. | — | Removed |
| 2389 | 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. | — | Removed |
| 2390 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 2391 | 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. | — | Removed |
| 2392 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 2393 | 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. | — | Removed |
| 2394 | 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. | — | Removed |
| 2395 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 2396 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 2397 | Message frequency may vary. | — | Removed |
| 2398 | Standard message and data rates may apply. | — | Removed |
| 2399 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 2400 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 2401 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 2402 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 2403 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 2404 | 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. | — | Removed |
| 2405 | 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. | — | Removed |
| 2406 | 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. | — | Removed |
| 2407 | 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. | — | Removed |
| 2408 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 2409 | 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. | — | Removed |
| 2410 | 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. | — | Removed |
| 2411 | 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. | — | Removed |
| 2412 | 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. | — | Removed |
| 2413 | 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. | — | Removed |
| 2414 | 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. | — | Removed |
| 2415 | 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. | — | Removed |
| 2416 | 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. | — | Removed |
| 2417 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 2418 | 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. | — | Removed |
| 2419 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 2420 | 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. | — | Removed |
| 2421 | 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. | — | Removed |
| 2422 | 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. | — | Removed |
| 2423 | 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. | — | Removed |
| 2424 | 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. | — | Removed |
| 2425 | 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. | — | Removed |
| 2426 | 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. | — | Removed |
| 2427 | 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. | — | Removed |
| 2428 | 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. | — | Removed |
| 2429 | 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. | — | Removed |
| 2430 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 2431 | 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. | — | Removed |
| 2432 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 2433 | 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. | — | Removed |
| 2434 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 2435 | 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. | — | Removed |
| 2436 | 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. | — | Removed |
| 2437 | 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. | — | Removed |
| 2438 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 2439 | 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. | — | Removed |
| 2440 | Election to Arbitrate . | — | Removed |
| 2441 | 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. | — | Removed |
| 2442 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 2443 | 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 ”). | — | Removed |
| 2444 | Opt-Out of Arbitration Provision . | — | Removed |
| 2445 | 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. | — | Removed |
| 2446 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 2447 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 2448 | 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. | — | Removed |
| 2449 | 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). | — | Removed |
| 2450 | Judicial Forum for Disputes . | — | Removed |
| 2451 | 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. | — | Removed |
| 2452 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 2453 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 2454 | 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. | — | Removed |
| 2455 | 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. | — | Removed |
| 2456 | NO CLASS ACTIONS . | — | Removed |
| 2457 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 2458 | 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 ”). | — | Removed |
| 2459 | 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. | — | Removed |
| 2460 | 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. | — | Removed |
| 2461 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 2462 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 2463 | Arbitration Procedures . | — | Removed |
| 2464 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 2465 | 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 ”). | — | Removed |
| 2466 | 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. | — | Removed |
| 2467 | 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. | — | Removed |
| 2468 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 2469 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 2470 | 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 ”). | — | Removed |
| 2471 | 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. | — | Removed |
| 2472 | 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. | — | Removed |
| 2473 | 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. | — | Removed |
| 2474 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 2475 | 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. | — | Removed |
| 2476 | 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. | — | Removed |
| 2477 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 2478 | 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. | — | Removed |
| 2479 | Arbitration Location . | — | Removed |
| 2480 | 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. | — | Removed |
| 2481 | 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. | — | Removed |
| 2482 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 2483 | 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. | — | Removed |
| 2484 | Arbitration Fees . | — | Removed |
| 2485 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 2486 | 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. | — | Removed |
| 2487 | Arbitrator’s Decision . | — | Removed |
| 2488 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 2489 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 2490 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 2491 | Survival and Severability of Arbitration Provision . | — | Removed |
| 2492 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 2493 | 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. | — | Removed |
| 2494 | 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. | — | Removed |
| 2495 | 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. | — | Removed |
| 2496 | 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. | — | Removed |
| 2497 | 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. | — | Removed |
| 2498 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 2499 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 2500 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 2501 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 2502 | 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. | — | Removed |
| 2503 | 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. | — | Removed |
| 2504 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 2505 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 2506 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 2507 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 2508 | 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. | — | Removed |
| 2509 | 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. | — | Removed |
| 2510 | 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. | — | Removed |
| 2511 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 2512 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 2513 | 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 February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto account. | — | Removed |
| 2514 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 2515 | To review the outgoing terms, please click here . | — | Removed |
| 2516 | Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 2517 | 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. | — | Removed |
| 2518 | 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 ”). | — | Removed |
| 2519 | 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. | — | Removed |
| 2520 | 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. | — | Removed |
| 2521 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 2522 | 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. | — | Removed |
| 2523 | 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. | — | Removed |
| 2524 | 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. | — | Removed |
| 2525 | 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). | — | Removed |
| 2526 | 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 . | — | Removed |
| 2527 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 2528 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 2529 | 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 ”). | — | Removed |
| 2530 | 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. | — | Removed |
| 2531 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 2532 | 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). | — | Removed |
| 2533 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 2534 | 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. | — | Removed |
| 2535 | 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. | — | Removed |
| 2536 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 2537 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 2538 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 2539 | 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. | — | Removed |
| 2540 | A. | — | Removed |
| 2541 | 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. | — | Removed |
| 2542 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 2543 | 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 . | — | Removed |
| 2544 | 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. | — | Removed |
| 2545 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 2546 | 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). | — | Removed |
| 2547 | B. | — | Removed |
| 2548 | 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. | — | Removed |
| 2549 | 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. | — | Removed |
| 2550 | 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. | — | Removed |
| 2551 | 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. | — | Removed |
| 2552 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 2553 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 2554 | 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. | — | Removed |
| 2555 | 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. | — | Removed |
| 2556 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 2557 | 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 ”). | — | Removed |
| 2558 | 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. | — | Removed |
| 2559 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 2560 | 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. | — | Removed |
| 2561 | 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. | — | Removed |
| 2562 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 2563 | 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. | — | Removed |
| 2564 | 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 ). | — | Removed |
| 2565 | 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. | — | Removed |
| 2566 | 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 ”). | — | Removed |
| 2567 | 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 ”). | — | Removed |
| 2568 | 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. | — | Removed |
| 2569 | 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. | — | Removed |
| 2570 | The Bank Account must be in the United States. | — | Removed |
| 2571 | 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. | — | Removed |
| 2572 | 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 ”). | — | Removed |
| 2573 | 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. | — | Removed |
| 2574 | 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. | — | Removed |
| 2575 | 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. | — | Removed |
| 2576 | 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. | — | Removed |
| 2577 | 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. | — | Removed |
| 2578 | 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. | — | Removed |
| 2579 | 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. | — | Removed |
| 2580 | 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. | — | Removed |
| 2581 | 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. | — | Removed |
| 2582 | 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. | — | Removed |
| 2583 | 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. | — | Removed |
| 2584 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 2585 | 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 ”). | — | Removed |
| 2586 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 2587 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 2588 | 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 ”). | — | Removed |
| 2589 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 2590 | 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. | — | Removed |
| 2591 | 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. | — | Removed |
| 2592 | 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. | — | Removed |
| 2593 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 2594 | 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. | — | Removed |
| 2595 | 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. | — | Removed |
| 2596 | 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. | — | Removed |
| 2597 | 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. | — | Removed |
| 2598 | 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. | — | Removed |
| 2599 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 2600 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 2601 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 2602 | 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. | — | Removed |
| 2603 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 2604 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 2605 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 2606 | 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. | — | Removed |
| 2607 | 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). | — | Removed |
| 2608 | 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. | — | Removed |
| 2609 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 2610 | 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. | — | Removed |
| 2611 | 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. | — | Removed |
| 2612 | 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 ”). | — | Removed |
| 2613 | 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). | — | Removed |
| 2614 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 2615 | 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. | — | Removed |
| 2616 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 2617 | 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. | — | Removed |
| 2618 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 2619 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 2620 | 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. | — | Removed |
| 2621 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 2622 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 2623 | 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. | — | Removed |
| 2624 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 2625 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 2626 | 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. | — | Removed |
| 2627 | 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. | — | Removed |
| 2628 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 2629 | 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. | — | Removed |
| 2630 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 2631 | 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. | — | Removed |
| 2632 | 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 . | — | Removed |
| 2633 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 2634 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 2635 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 2636 | 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. | — | Removed |
| 2637 | 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. | — | Removed |
| 2638 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 2639 | 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. | — | Removed |
| 2640 | 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. | — | Removed |
| 2641 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 2642 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 2643 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 2644 | 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. | — | Removed |
| 2645 | 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. | — | Removed |
| 2646 | Beta Features are provided as-is. | — | Removed |
| 2647 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 2648 | 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. | — | Removed |
| 2649 | 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 ”). | — | Removed |
| 2650 | 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. | — | Removed |
| 2651 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 2652 | 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. | — | Removed |
| 2653 | 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. | — | Removed |
| 2654 | 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. | — | Removed |
| 2655 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 2656 | 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. | — | Removed |
| 2657 | 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. | — | Removed |
| 2658 | 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. | — | Removed |
| 2659 | 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. | — | Removed |
| 2660 | 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. | — | Removed |
| 2661 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 2662 | 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. | — | Removed |
| 2663 | 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). | — | Removed |
| 2664 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 2665 | 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. | — | Removed |
| 2666 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 2667 | 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. | — | Removed |
| 2668 | 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. | — | Removed |
| 2669 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 2670 | 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. | — | Removed |
| 2671 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 2672 | 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. | — | Removed |
| 2673 | 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. | — | Removed |
| 2674 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 2675 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 2676 | Message frequency may vary. | — | Removed |
| 2677 | Standard message and data rates may apply. | — | Removed |
| 2678 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 2679 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 2680 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 2681 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 2682 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 2683 | 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. | — | Removed |
| 2684 | 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. | — | Removed |
| 2685 | 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. | — | Removed |
| 2686 | 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. | — | Removed |
| 2687 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 2688 | 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. | — | Removed |
| 2689 | 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. | — | Removed |
| 2690 | 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. | — | Removed |
| 2691 | 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. | — | Removed |
| 2692 | 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. | — | Removed |
| 2693 | 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. | — | Removed |
| 2694 | 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. | — | Removed |
| 2695 | 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. | — | Removed |
| 2696 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 2697 | 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. | — | Removed |
| 2698 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 2699 | 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. | — | Removed |
| 2700 | 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. | — | Removed |
| 2701 | 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. | — | Removed |
| 2702 | 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. | — | Removed |
| 2703 | 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. | — | Removed |
| 2704 | 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. | — | Removed |
| 2705 | 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. | — | Removed |
| 2706 | 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. | — | Removed |
| 2707 | 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. | — | Removed |
| 2708 | 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. | — | Removed |
| 2709 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 2710 | 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. | — | Removed |
| 2711 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 2712 | 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. | — | Removed |
| 2713 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 2714 | 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. | — | Removed |
| 2715 | 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. | — | Removed |
| 2716 | 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. | — | Removed |
| 2717 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 2718 | 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. | — | Removed |
| 2719 | Election to Arbitrate . | — | Removed |
| 2720 | 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. | — | Removed |
| 2721 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 2722 | 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 ”). | — | Removed |
| 2723 | Opt-Out of Arbitration Provision . | — | Removed |
| 2724 | 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. | — | Removed |
| 2725 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 2726 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 2727 | 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. | — | Removed |
| 2728 | 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). | — | Removed |
| 2729 | Judicial Forum for Disputes . | — | Removed |
| 2730 | 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. | — | Removed |
| 2731 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 2732 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 2733 | 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. | — | Removed |
| 2734 | 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. | — | Removed |
| 2735 | NO CLASS ACTIONS . | — | Removed |
| 2736 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 2737 | 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 ”). | — | Removed |
| 2738 | 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. | — | Removed |
| 2739 | 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. | — | Removed |
| 2740 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 2741 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 2742 | Arbitration Procedures . | — | Removed |
| 2743 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 2744 | 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 ”). | — | Removed |
| 2745 | 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. | — | Removed |
| 2746 | 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. | — | Removed |
| 2747 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 2748 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 2749 | 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 ”). | — | Removed |
| 2750 | 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. | — | Removed |
| 2751 | 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. | — | Removed |
| 2752 | 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. | — | Removed |
| 2753 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 2754 | 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. | — | Removed |
| 2755 | 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. | — | Removed |
| 2756 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 2757 | 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. | — | Removed |
| 2758 | Arbitration Location . | — | Removed |
| 2759 | 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. | — | Removed |
| 2760 | 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. | — | Removed |
| 2761 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 2762 | 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. | — | Removed |
| 2763 | Arbitration Fees . | — | Removed |
| 2764 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 2765 | 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. | — | Removed |
| 2766 | Arbitrator’s Decision . | — | Removed |
| 2767 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 2768 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 2769 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 2770 | Survival and Severability of Arbitration Provision . | — | Removed |
| 2771 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 2772 | 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. | — | Removed |
| 2773 | 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. | — | Removed |
| 2774 | 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. | — | Removed |
| 2775 | 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. | — | Removed |
| 2776 | 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. | — | Removed |
| 2777 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 2778 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 2779 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 2780 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 2781 | 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. | — | Removed |
| 2782 | 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. | — | Removed |
| 2783 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 2784 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 2785 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 2786 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 2787 | 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. | — | Removed |
| 2788 | 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. | — | Removed |
| 2789 | 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. | — | Removed |
| 2790 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 2791 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 2792 | 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 February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto account. | — | Removed |
| 2793 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 2794 | To review the outgoing terms, please click here . | — | Removed |
| 2795 | Last updated February 21, 2024 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 2796 | 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. | — | Removed |
| 2797 | 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 ”). | — | Removed |
| 2798 | 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. | — | Removed |
| 2799 | 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. | — | Removed |
| 2800 | " Employer " is the organization, company, or business entity that you represent in accepting this Agreement. | — | Removed |
| 2801 | 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. | — | Removed |
| 2802 | 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. | — | Removed |
| 2803 | 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. | — | Removed |
| 2804 | 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). | — | Removed |
| 2805 | 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 . | — | Removed |
| 2806 | Any applicable Additional Terms are incorporated into and made part of this Agreement. | — | Removed |
| 2807 | To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter. | — | Removed |
| 2808 | 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 ”). | — | Removed |
| 2809 | 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. | — | Removed |
| 2810 | Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”). | — | Removed |
| 2811 | 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). | — | Removed |
| 2812 | Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”). | — | Removed |
| 2813 | 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. | — | Removed |
| 2814 | 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. | — | Removed |
| 2815 | Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”). | — | Removed |
| 2816 | Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. | — | Removed |
| 2817 | Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile. | — | Removed |
| 2818 | 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. | — | Removed |
| 2819 | A. | — | Removed |
| 2820 | 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. | — | Removed |
| 2821 | For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators. | — | Removed |
| 2822 | 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 . | — | Removed |
| 2823 | 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. | — | Removed |
| 2824 | Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below. | — | Removed |
| 2825 | 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). | — | Removed |
| 2826 | B. | — | Removed |
| 2827 | 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. | — | Removed |
| 2828 | 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. | — | Removed |
| 2829 | 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. | — | Removed |
| 2830 | 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. | — | Removed |
| 2831 | Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement. | — | Removed |
| 2832 | Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so. | — | Removed |
| 2833 | 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. | — | Removed |
| 2834 | 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. | — | Removed |
| 2835 | Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here . | — | Removed |
| 2836 | 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 ”). | — | Removed |
| 2837 | 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. | — | Removed |
| 2838 | Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account. | — | Removed |
| 2839 | 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. | — | Removed |
| 2840 | 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. | — | Removed |
| 2841 | Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties. | — | Removed |
| 2842 | 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. | — | Removed |
| 2843 | 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 ). | — | Removed |
| 2844 | 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. | — | Removed |
| 2845 | 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 ”). | — | Removed |
| 2846 | 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 ”). | — | Removed |
| 2847 | 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. | — | Removed |
| 2848 | 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. | — | Removed |
| 2849 | The Bank Account must be in the United States. | — | Removed |
| 2850 | 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. | — | Removed |
| 2851 | 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 ”). | — | Removed |
| 2852 | 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. | — | Removed |
| 2853 | 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. | — | Removed |
| 2854 | 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. | — | Removed |
| 2855 | 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. | — | Removed |
| 2856 | 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. | — | Removed |
| 2857 | 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. | — | Removed |
| 2858 | 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. | — | Removed |
| 2859 | 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. | — | Removed |
| 2860 | 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. | — | Removed |
| 2861 | 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. | — | Removed |
| 2862 | 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. | — | Removed |
| 2863 | Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account. | — | Removed |
| 2864 | 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 ”). | — | Removed |
| 2865 | Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services. | — | Removed |
| 2866 | Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services. | — | Removed |
| 2867 | 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 ”). | — | Removed |
| 2868 | Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer. | — | Removed |
| 2869 | 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. | — | Removed |
| 2870 | 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. | — | Removed |
| 2871 | 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. | — | Removed |
| 2872 | Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services. | — | Removed |
| 2873 | 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. | — | Removed |
| 2874 | 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. | — | Removed |
| 2875 | 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. | — | Removed |
| 2876 | 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. | — | Removed |
| 2877 | 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. | — | Removed |
| 2878 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 2879 | As a result, certain types of Employer Data may not be removed from the Platform. | — | Removed |
| 2880 | Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data. | — | Removed |
| 2881 | 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. | — | Removed |
| 2882 | 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 and our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 2883 | Our Privacy Policy is incorporated into this Agreement by reference and is available at gusto.com/legal/privacy . | — | Removed |
| 2884 | Employer should periodically review our website for updates to the Privacy Policy. 8. | — | Removed |
| 2885 | 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. | — | Removed |
| 2886 | 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). | — | Removed |
| 2887 | 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. | — | Removed |
| 2888 | Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information. | — | Removed |
| 2889 | 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. | — | Removed |
| 2890 | 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. | — | Removed |
| 2891 | 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 ”). | — | Removed |
| 2892 | 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). | — | Removed |
| 2893 | Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10. | — | Removed |
| 2894 | 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. | — | Removed |
| 2895 | We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 2896 | 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. | — | Removed |
| 2897 | Gusto will invoice Employer for all Service Fees. | — | Removed |
| 2898 | Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice. | — | Removed |
| 2899 | 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. | — | Removed |
| 2900 | Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 2901 | Unless we state otherwise, all Service Fees are non-refundable. | — | Removed |
| 2902 | 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. | — | Removed |
| 2903 | Gusto may change any of our Service Fees at any time. | — | Removed |
| 2904 | Gusto will notify Employer of such change(s) at least thirty (30) days in advance. | — | Removed |
| 2905 | 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. | — | Removed |
| 2906 | 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. | — | Removed |
| 2907 | The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms. | — | Removed |
| 2908 | 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. | — | Removed |
| 2909 | Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf. | — | Removed |
| 2910 | 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. | — | Removed |
| 2911 | 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 . | — | Removed |
| 2912 | We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC. | — | Removed |
| 2913 | We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services. | — | Removed |
| 2914 | Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services. | — | Removed |
| 2915 | 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. | — | Removed |
| 2916 | 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. | — | Removed |
| 2917 | If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. | — | Removed |
| 2918 | 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. | — | Removed |
| 2919 | 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. | — | Removed |
| 2920 | Employer may also enroll in Services separate and apart from one of our Service Plans. | — | Removed |
| 2921 | Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms. | — | Removed |
| 2922 | When Employer enrolls in a new Service, Employer will have access to such Service immediately. | — | Removed |
| 2923 | 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. | — | Removed |
| 2924 | 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. | — | Removed |
| 2925 | Beta Features are provided as-is. | — | Removed |
| 2926 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 2927 | 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. | — | Removed |
| 2928 | 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 ”). | — | Removed |
| 2929 | 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. | — | Removed |
| 2930 | Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service. | — | Removed |
| 2931 | 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. | — | Removed |
| 2932 | 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. | — | Removed |
| 2933 | 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. | — | Removed |
| 2934 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 2935 | 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. | — | Removed |
| 2936 | 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. | — | Removed |
| 2937 | 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. | — | Removed |
| 2938 | 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. | — | Removed |
| 2939 | 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. | — | Removed |
| 2940 | Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so. | — | Removed |
| 2941 | 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. | — | Removed |
| 2942 | 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). | — | Removed |
| 2943 | All rights not expressly granted to Employer in this Agreement are reserved by us. | — | Removed |
| 2944 | 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. | — | Removed |
| 2945 | Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 2946 | 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. | — | Removed |
| 2947 | 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. | — | Removed |
| 2948 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services. | — | Removed |
| 2949 | 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. | — | Removed |
| 2950 | No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk. | — | Removed |
| 2951 | 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. | — | Removed |
| 2952 | 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. | — | Removed |
| 2953 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18. | — | Removed |
| 2954 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, (4) service alerts and (5) soliciting feedback about our customer service experience. | — | Removed |
| 2955 | Message frequency may vary. | — | Removed |
| 2956 | Standard message and data rates may apply. | — | Removed |
| 2957 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 2958 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 2959 | For more information, please see our Privacy Policy . 19. | — | Removed |
| 2960 | Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account. | — | Removed |
| 2961 | Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement. | — | Removed |
| 2962 | 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. | — | Removed |
| 2963 | 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. | — | Removed |
| 2964 | 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. | — | Removed |
| 2965 | 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. | — | Removed |
| 2966 | The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement. | — | Removed |
| 2967 | 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. | — | Removed |
| 2968 | 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. | — | Removed |
| 2969 | 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. | — | Removed |
| 2970 | 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. | — | Removed |
| 2971 | 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. | — | Removed |
| 2972 | 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. | — | Removed |
| 2973 | 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. | — | Removed |
| 2974 | 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. | — | Removed |
| 2975 | Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 2976 | 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. | — | Removed |
| 2977 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 2978 | 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. | — | Removed |
| 2979 | 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. | — | Removed |
| 2980 | 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. | — | Removed |
| 2981 | 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. | — | Removed |
| 2982 | 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. | — | Removed |
| 2983 | 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. | — | Removed |
| 2984 | 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. | — | Removed |
| 2985 | 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. | — | Removed |
| 2986 | 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. | — | Removed |
| 2987 | 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. | — | Removed |
| 2988 | If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services. | — | Removed |
| 2989 | 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. | — | Removed |
| 2990 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 2991 | 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. | — | Removed |
| 2992 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW. | — | Removed |
| 2993 | 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. | — | Removed |
| 2994 | 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. | — | Removed |
| 2995 | 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. | — | Removed |
| 2996 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 2997 | 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. | — | Removed |
| 2998 | Election to Arbitrate . | — | Removed |
| 2999 | 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. | — | Removed |
| 3000 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 3001 | 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 ”). | — | Removed |
| 3002 | Opt-Out of Arbitration Provision . | — | Removed |
| 3003 | 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. | — | Removed |
| 3004 | For your convenience we have provided a form Arbitration Opt-Out Notice here . | — | Removed |
| 3005 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 3006 | 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. | — | Removed |
| 3007 | 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). | — | Removed |
| 3008 | Judicial Forum for Disputes . | — | Removed |
| 3009 | 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. | — | Removed |
| 3010 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 3011 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 3012 | 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. | — | Removed |
| 3013 | 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. | — | Removed |
| 3014 | NO CLASS ACTIONS . | — | Removed |
| 3015 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 3016 | 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 ”). | — | Removed |
| 3017 | 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. | — | Removed |
| 3018 | 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. | — | Removed |
| 3019 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 3020 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 3021 | Arbitration Procedures . | — | Removed |
| 3022 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 3023 | 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 ”). | — | Removed |
| 3024 | 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. | — | Removed |
| 3025 | 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. | — | Removed |
| 3026 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 3027 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 3028 | 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 ”). | — | Removed |
| 3029 | 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. | — | Removed |
| 3030 | 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. | — | Removed |
| 3031 | 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. | — | Removed |
| 3032 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 3033 | 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. | — | Removed |
| 3034 | 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. | — | Removed |
| 3035 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 3036 | 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. | — | Removed |
| 3037 | Arbitration Location . | — | Removed |
| 3038 | 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. | — | Removed |
| 3039 | 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. | — | Removed |
| 3040 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 3041 | 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. | — | Removed |
| 3042 | Arbitration Fees . | — | Removed |
| 3043 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 3044 | 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. | — | Removed |
| 3045 | Arbitrator’s Decision . | — | Removed |
| 3046 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 3047 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 3048 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 3049 | Survival and Severability of Arbitration Provision . | — | Removed |
| 3050 | This Arbitration Provision shall survive the termination of these Terms. | — | Removed |
| 3051 | 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. | — | Removed |
| 3052 | 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. | — | Removed |
| 3053 | 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. | — | Removed |
| 3054 | 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. | — | Removed |
| 3055 | 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. | — | Removed |
| 3056 | Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3057 | Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3058 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 3059 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 3060 | 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. | — | Removed |
| 3061 | 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. | — | Removed |
| 3062 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 3063 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 3064 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 3065 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 3066 | 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. | — | Removed |
| 3067 | 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. | — | Removed |
| 3068 | 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. | — | Removed |
| 3069 | Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at [email protected] . | — | Removed |
| 3070 | Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 3071 | 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 October 19th 2023 to February 21st 2024 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 3072 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 3073 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 3074 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 3075 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 3076 | In that event, “User” also refers to that business or individual. | — | Removed |
| 3077 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 3078 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 3079 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 3080 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 3081 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 3082 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 3083 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 3084 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 3085 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 3086 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 3087 | All fees are non-refundable. | — | Removed |
| 3088 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 3089 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 3090 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 3091 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 3092 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 3093 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 3094 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 3095 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 3096 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 3097 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 3098 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 3099 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 3100 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 3101 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 3102 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 3103 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 3104 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 3105 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 3106 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 3107 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 3108 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 3109 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 3110 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 3111 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 3112 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 3113 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 3114 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 3115 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 3116 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 3117 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 3118 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 3119 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 3120 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 3121 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 3122 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 3123 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 3124 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 3125 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 3126 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 3127 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 3128 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 3129 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 3130 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 3131 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 3132 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 3133 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 3134 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 3135 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 3136 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 3137 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 3138 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 3139 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 3140 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 3141 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 3142 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 3143 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 3144 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 3145 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 3146 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 3147 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 3148 | User is solely responsible for all User Content. | — | Removed |
| 3149 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 3150 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 3151 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 3152 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 3153 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 3154 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 3155 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 3156 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 3157 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 3158 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 3159 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 3160 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 3161 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 3162 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 3163 | Message frequency may vary. | — | Removed |
| 3164 | Standard message and data rates may apply. | — | Removed |
| 3165 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 3166 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 3167 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 3168 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 3169 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 3170 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 3171 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 3172 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 3173 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 3174 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 3175 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 3176 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 3177 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 3178 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 3179 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 3180 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 3181 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 3182 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 3183 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 3184 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 3185 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 3186 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 3187 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 3188 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 3189 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 3190 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 3191 | 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. | — | Removed |
| 3192 | 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. | — | Removed |
| 3193 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 3194 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 3195 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 3196 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 3197 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 3198 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 3199 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 3200 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 3201 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 3202 | 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, OR CONTENT, 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. | — | Removed |
| 3203 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 3204 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 3205 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 3206 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 3207 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 3208 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 3209 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 3210 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 3211 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 3212 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 3213 | 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. | — | Removed |
| 3214 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 3215 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 3216 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 3217 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 3218 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 3219 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 3220 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 3221 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 3222 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 3223 | Governing Law 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. 25. | — | Removed |
| 3224 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 3225 | 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. | — | Removed |
| 3226 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 3227 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 3228 | If Gusto and User 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. | — | Removed |
| 3229 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 3230 | 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. | — | Removed |
| 3231 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 3232 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 3233 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 3234 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 3235 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 3236 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 3237 | 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 User. | — | Removed |
| 3238 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 3239 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 3240 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 3241 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 3242 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 3243 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 3244 | The remaining terms will be valid and enforceable. | — | Removed |
| 3245 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3246 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3247 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 3248 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 3249 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 3250 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 3251 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 3252 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 3253 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 3254 | 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. 28. | — | Removed |
| 3255 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 3256 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 3257 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 3258 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 3259 | If User is a California resident, User 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 October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 3260 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 3261 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 3262 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 3263 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 3264 | In that event, “User” also refers to that business or individual. | — | Removed |
| 3265 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 3266 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 3267 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 3268 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 3269 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 3270 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 3271 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 3272 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 3273 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 3274 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 3275 | All fees are non-refundable. | — | Removed |
| 3276 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 3277 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 3278 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 3279 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 3280 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 3281 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 3282 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 3283 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 3284 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 3285 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 3286 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 3287 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 3288 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 3289 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 3290 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 3291 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 3292 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 3293 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 3294 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 3295 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 3296 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 3297 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 3298 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 3299 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 3300 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 3301 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 3302 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 3303 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 3304 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 3305 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 3306 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 3307 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 3308 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 3309 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 3310 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 3311 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 3312 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 3313 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 3314 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 3315 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 3316 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 3317 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 3318 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 3319 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 3320 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 3321 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 3322 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 3323 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 3324 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 3325 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 3326 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 3327 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 3328 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 3329 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 3330 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 3331 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 3332 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 3333 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 3334 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 3335 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 3336 | User is solely responsible for all User Content. | — | Removed |
| 3337 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 3338 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 3339 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 3340 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 3341 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 3342 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 3343 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 3344 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 3345 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 3346 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 3347 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 3348 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 3349 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 3350 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 3351 | Message frequency may vary. | — | Removed |
| 3352 | Standard message and data rates may apply. | — | Removed |
| 3353 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 3354 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 3355 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 3356 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 3357 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 3358 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 3359 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 3360 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 3361 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 3362 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 3363 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 3364 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 3365 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 3366 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 3367 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 3368 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 3369 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 3370 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 3371 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 3372 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 3373 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 3374 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 3375 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 3376 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 3377 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 3378 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 3379 | 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. | — | Removed |
| 3380 | 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. | — | Removed |
| 3381 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 3382 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 3383 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 3384 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 3385 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 3386 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 3387 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 3388 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 3389 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 3390 | 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, OR CONTENT, 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. | — | Removed |
| 3391 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 3392 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 3393 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 3394 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 3395 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 3396 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 3397 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 3398 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 3399 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 3400 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 3401 | 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. | — | Removed |
| 3402 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 3403 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 3404 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 3405 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 3406 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 3407 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 3408 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 3409 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 3410 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 3411 | Governing Law 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. 25. | — | Removed |
| 3412 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 3413 | 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. | — | Removed |
| 3414 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 3415 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 3416 | If Gusto and User 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. | — | Removed |
| 3417 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 3418 | 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. | — | Removed |
| 3419 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 3420 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 3421 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 3422 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 3423 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 3424 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 3425 | 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 User. | — | Removed |
| 3426 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 3427 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 3428 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 3429 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 3430 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 3431 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 3432 | The remaining terms will be valid and enforceable. | — | Removed |
| 3433 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3434 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3435 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 3436 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 3437 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 3438 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 3439 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 3440 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 3441 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 3442 | 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. 28. | — | Removed |
| 3443 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 3444 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 3445 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 3446 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 3447 | If User is a California resident, User 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 October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 3448 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 3449 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 3450 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 3451 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 3452 | In that event, “User” also refers to that business or individual. | — | Removed |
| 3453 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 3454 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 3455 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 3456 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 3457 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 3458 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 3459 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 3460 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 3461 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 3462 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 3463 | All fees are non-refundable. | — | Removed |
| 3464 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 3465 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 3466 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 3467 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 3468 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 3469 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 3470 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 3471 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 3472 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 3473 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 3474 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 3475 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 3476 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 3477 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 3478 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 3479 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 3480 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 3481 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 3482 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 3483 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 3484 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 3485 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 3486 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 3487 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 3488 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 3489 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 3490 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 3491 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 3492 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 3493 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 3494 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 3495 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 3496 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 3497 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 3498 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 3499 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 3500 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 3501 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 3502 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 3503 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 3504 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 3505 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 3506 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 3507 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 3508 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 3509 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 3510 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 3511 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 3512 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 3513 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 3514 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 3515 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 3516 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 3517 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 3518 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 3519 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 3520 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 3521 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 3522 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 3523 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 3524 | User is solely responsible for all User Content. | — | Removed |
| 3525 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 3526 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 3527 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 3528 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 3529 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 3530 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 3531 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 3532 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 3533 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 3534 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 3535 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 3536 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 3537 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 3538 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 3539 | Message frequency may vary. | — | Removed |
| 3540 | Standard message and data rates may apply. | — | Removed |
| 3541 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 3542 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 3543 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 3544 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 3545 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 3546 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 3547 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 3548 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 3549 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 3550 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 3551 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 3552 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 3553 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 3554 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 3555 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 3556 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 3557 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 3558 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 3559 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 3560 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 3561 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 3562 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 3563 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 3564 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 3565 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 3566 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 3567 | 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. | — | Removed |
| 3568 | 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. | — | Removed |
| 3569 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 3570 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 3571 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 3572 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 3573 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 3574 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 3575 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 3576 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 3577 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 3578 | 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, OR CONTENT, 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. | — | Removed |
| 3579 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 3580 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 3581 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 3582 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 3583 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 3584 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 3585 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 3586 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 3587 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 3588 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 3589 | 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. | — | Removed |
| 3590 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 3591 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 3592 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 3593 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 3594 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 3595 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 3596 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 3597 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 3598 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 3599 | Governing Law 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. 25. | — | Removed |
| 3600 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 3601 | 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. | — | Removed |
| 3602 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 3603 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 3604 | If Gusto and User 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. | — | Removed |
| 3605 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 3606 | 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. | — | Removed |
| 3607 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 3608 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 3609 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 3610 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 3611 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 3612 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 3613 | 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 User. | — | Removed |
| 3614 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 3615 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 3616 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 3617 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 3618 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 3619 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 3620 | The remaining terms will be valid and enforceable. | — | Removed |
| 3621 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3622 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3623 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 3624 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 3625 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 3626 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 3627 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 3628 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 3629 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 3630 | 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. 28. | — | Removed |
| 3631 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 3632 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 3633 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 3634 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 3635 | If User is a California resident, User 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 October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 3636 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 3637 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 3638 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 3639 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 3640 | In that event, “User” also refers to that business or individual. | — | Removed |
| 3641 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 3642 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 3643 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 3644 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 3645 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 3646 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 3647 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 3648 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 3649 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 3650 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 3651 | All fees are non-refundable. | — | Removed |
| 3652 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 3653 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 3654 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 3655 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 3656 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 3657 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 3658 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 3659 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 3660 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 3661 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 3662 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 3663 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 3664 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 3665 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 3666 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 3667 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 3668 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 3669 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 3670 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 3671 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 3672 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 3673 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 3674 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 3675 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 3676 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 3677 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 3678 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 3679 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 3680 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 3681 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 3682 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 3683 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 3684 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 3685 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 3686 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 3687 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 3688 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 3689 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 3690 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 3691 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 3692 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 3693 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 3694 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 3695 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 3696 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 3697 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 3698 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 3699 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 3700 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 3701 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 3702 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 3703 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 3704 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 3705 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 3706 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 3707 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 3708 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 3709 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 3710 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 3711 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 3712 | User is solely responsible for all User Content. | — | Removed |
| 3713 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 3714 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 3715 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 3716 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 3717 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 3718 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 3719 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 3720 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 3721 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 3722 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 3723 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 3724 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 3725 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 3726 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 3727 | Message frequency may vary. | — | Removed |
| 3728 | Standard message and data rates may apply. | — | Removed |
| 3729 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 3730 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 3731 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 3732 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 3733 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 3734 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 3735 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 3736 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 3737 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 3738 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 3739 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 3740 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 3741 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 3742 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 3743 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 3744 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 3745 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 3746 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 3747 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 3748 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 3749 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 3750 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 3751 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 3752 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 3753 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 3754 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 3755 | 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. | — | Removed |
| 3756 | 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. | — | Removed |
| 3757 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 3758 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 3759 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 3760 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 3761 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 3762 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 3763 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 3764 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 3765 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 3766 | 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, OR CONTENT, 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. | — | Removed |
| 3767 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 3768 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 3769 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 3770 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 3771 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 3772 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 3773 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 3774 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 3775 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 3776 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 3777 | 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. | — | Removed |
| 3778 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 3779 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 3780 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 3781 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 3782 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 3783 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 3784 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 3785 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 3786 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 3787 | Governing Law 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. 25. | — | Removed |
| 3788 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 3789 | 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. | — | Removed |
| 3790 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 3791 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 3792 | If Gusto and User 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. | — | Removed |
| 3793 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 3794 | 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. | — | Removed |
| 3795 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 3796 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 3797 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 3798 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 3799 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 3800 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 3801 | 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 User. | — | Removed |
| 3802 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 3803 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 3804 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 3805 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 3806 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 3807 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 3808 | The remaining terms will be valid and enforceable. | — | Removed |
| 3809 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3810 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3811 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 3812 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 3813 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 3814 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 3815 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 3816 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 3817 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 3818 | 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. 28. | — | Removed |
| 3819 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 3820 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 3821 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 3822 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 3823 | If User is a California resident, User 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 October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 3824 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 3825 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 3826 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 3827 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 3828 | In that event, “User” also refers to that business or individual. | — | Removed |
| 3829 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 3830 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 3831 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 3832 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 3833 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 3834 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 3835 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 3836 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 3837 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 3838 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 3839 | All fees are non-refundable. | — | Removed |
| 3840 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 3841 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 3842 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 3843 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 3844 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 3845 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 3846 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 3847 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 3848 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 3849 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 3850 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 3851 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 3852 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 3853 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 3854 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 3855 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 3856 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 3857 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 3858 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 3859 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 3860 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 3861 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 3862 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 3863 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 3864 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 3865 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 3866 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 3867 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 3868 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 3869 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 3870 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 3871 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 3872 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 3873 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 3874 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 3875 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 3876 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 3877 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 3878 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 3879 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 3880 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 3881 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 3882 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 3883 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 3884 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 3885 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 3886 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 3887 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 3888 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 3889 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 3890 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 3891 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 3892 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 3893 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 3894 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 3895 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 3896 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 3897 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 3898 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 3899 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 3900 | User is solely responsible for all User Content. | — | Removed |
| 3901 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 3902 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 3903 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 3904 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 3905 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 3906 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 3907 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 3908 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 3909 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 3910 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 3911 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 3912 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 3913 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 3914 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 3915 | Message frequency may vary. | — | Removed |
| 3916 | Standard message and data rates may apply. | — | Removed |
| 3917 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 3918 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 3919 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 3920 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 3921 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 3922 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 3923 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 3924 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 3925 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 3926 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 3927 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 3928 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 3929 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 3930 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 3931 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 3932 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 3933 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 3934 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 3935 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 3936 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 3937 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 3938 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 3939 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 3940 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 3941 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 3942 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 3943 | 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. | — | Removed |
| 3944 | 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. | — | Removed |
| 3945 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 3946 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 3947 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 3948 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 3949 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 3950 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 3951 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 3952 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 3953 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 3954 | 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, OR CONTENT, 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. | — | Removed |
| 3955 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 3956 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 3957 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 3958 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 3959 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 3960 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 3961 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 3962 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 3963 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 3964 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 3965 | 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. | — | Removed |
| 3966 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 3967 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 3968 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 3969 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 3970 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 3971 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 3972 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 3973 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 3974 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 3975 | Governing Law 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. 25. | — | Removed |
| 3976 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 3977 | 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. | — | Removed |
| 3978 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 3979 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 3980 | If Gusto and User 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. | — | Removed |
| 3981 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 3982 | 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. | — | Removed |
| 3983 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 3984 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 3985 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 3986 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 3987 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 3988 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 3989 | 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 User. | — | Removed |
| 3990 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 3991 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 3992 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 3993 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 3994 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 3995 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 3996 | The remaining terms will be valid and enforceable. | — | Removed |
| 3997 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 3998 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 3999 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 4000 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 4001 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 4002 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 4003 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 4004 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 4005 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 4006 | 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. 28. | — | Removed |
| 4007 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 4008 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 4009 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 4010 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 4011 | If User is a California resident, User 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 September 29th 2023 to October 19th 2023 Download Table of Contents Terms of Service Agreement Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 4012 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 4013 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 4014 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 4015 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 4016 | In that event, “User” also refers to that business or individual. | — | Removed |
| 4017 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 4018 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 4019 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 4020 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 4021 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 4022 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 4023 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 4024 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 4025 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 4026 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 4027 | All fees are non-refundable. | — | Removed |
| 4028 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 4029 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 4030 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 4031 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 4032 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 4033 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 4034 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 4035 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 4036 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 4037 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 4038 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 4039 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 4040 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 4041 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 4042 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 4043 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 4044 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 4045 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 4046 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 4047 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 4048 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 4049 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 4050 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 4051 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 4052 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 4053 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 4054 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 4055 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 4056 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 4057 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 4058 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 4059 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 4060 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 4061 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 4062 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 4063 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 4064 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 4065 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 4066 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 4067 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 4068 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 4069 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 4070 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 4071 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 4072 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 4073 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 4074 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 4075 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 4076 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 4077 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 4078 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 4079 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 4080 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 4081 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 4082 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 4083 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 4084 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 4085 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 4086 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 4087 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 4088 | User is solely responsible for all User Content. | — | Removed |
| 4089 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 4090 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 4091 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 4092 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 4093 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 4094 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 4095 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 4096 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 4097 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 4098 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 4099 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 4100 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 4101 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 4102 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 4103 | Message frequency may vary. | — | Removed |
| 4104 | Standard message and data rates may apply. | — | Removed |
| 4105 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 4106 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 4107 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 4108 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 4109 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 4110 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 4111 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 4112 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 4113 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 4114 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 4115 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 4116 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 4117 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 4118 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 4119 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 4120 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 4121 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 4122 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 4123 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 4124 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 4125 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 4126 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 4127 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 4128 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 4129 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 4130 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 4131 | 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. | — | Removed |
| 4132 | 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. | — | Removed |
| 4133 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 4134 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 4135 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 4136 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 4137 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 4138 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 4139 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 4140 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 4141 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 4142 | 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, OR CONTENT, 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. | — | Removed |
| 4143 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 4144 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 4145 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 4146 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 4147 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 4148 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 4149 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 4150 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 4151 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 4152 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 4153 | 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. | — | Removed |
| 4154 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 4155 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided , however , that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 4156 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 4157 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 4158 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 4159 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 4160 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 4161 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 4162 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 4163 | Governing Law 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. 25. | — | Removed |
| 4164 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 4165 | 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. | — | Removed |
| 4166 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 4167 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 4168 | If Gusto and User 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. | — | Removed |
| 4169 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 4170 | 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. | — | Removed |
| 4171 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 4172 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 4173 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 4174 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 4175 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 4176 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 4177 | 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 User. | — | Removed |
| 4178 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 4179 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 4180 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 4181 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 4182 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 4183 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 4184 | The remaining terms will be valid and enforceable. | — | Removed |
| 4185 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 4186 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 4187 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 4188 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 4189 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 4190 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 4191 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 4192 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 4193 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 4194 | 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. 28. | — | Removed |
| 4195 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 4196 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 4197 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 4198 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 4199 | If User is a California resident, User 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 Members Terms of Service Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last updated February 21, 2024 These Members Terms of Service (“ Members Terms ” or “ Terms ”) form part of the binding contract between you as an independent contractor, employee, or other member of a business organization with an existing Gusto account (“ you ”, “ your ”, or “ Member ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Gusto ”, “ us ”, “ we ” or “ our ”). | — | Removed |
| 4200 | For purposes of these Members Terms, we refer to independent contractors as “ Contractor ” and employees “ Employees ”. | — | Removed |
| 4201 | Collectively, Contractors and Employees are referred to as “ Members ”. | — | Removed |
| 4202 | The company with an existing Gusto account that invited you to join Gusto is referred to as “ Employer .” These Members Terms contain the terms and conditions that govern your 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. | — | Removed |
| 4203 | By clicking the applicable button to indicate acceptance of these Members Terms, or by accessing or using the Platform, including any Services, you agree to be bound by and comply with these Terms, and any Additional Terms (defined below) specific to Services that Member accesses or uses, and our Acceptable Use Policy , which is hereby incorporated into this Agreement (collectively, this “ Agreement ”). | — | Removed |
| 4204 | If you are accepting this Agreement on behalf of Contractor (e.g. in your capacity as an employee or agent of Contractor) then you represent that you have the authority to bind Contractor to this Agreement and that Contractor accepts this Agreement. | — | Removed |
| 4205 | ARBITRATION NOTICE : SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 4206 | IN SUCH CASES, YOU UNDERSTAND THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF YOUR CLAIMS. 1. | — | Removed |
| 4207 | Member Account Employer has agreed to the Gusto Employer Terms of Service and created an Employer Account in order to (a) enable you to access the Platform and Services and (b) authorize you to create an account with Gusto (“ Member Account ”). | — | Removed |
| 4208 | The Member Account is affiliated with the Employer that invited you, and we are providing you with access to the Member Account at the direction of Employer. | — | Removed |
| 4209 | To be eligible to create a Member Account, you must have (a) home and work addresses in the United States, (b) a bank account in the United States if receiving payment through direct deposit, (c) a social security number. | — | Removed |
| 4210 | If you are using the Member Account to enable Employer to process payments to you via the Platform, you represent and warrant that you are eligible to create a Member Account and have provided all requisite consents or authorizations to Employer to enable Employer to do so. | — | Removed |
| 4211 | You must enter a unique username and password in order to access the Member Account, and must keep the username and password confidential. | — | Removed |
| 4212 | You accept all risks of unauthorized use of the Member Account if security and confidentiality of the Member Account credentials are not maintained. | — | Removed |
| 4213 | If you believe that the Member Account credentials have been accessed or compromised by an unauthorized third party, you should contact us immediately. | — | Removed |
| 4214 | Gusto reserves the right to prevent access to the Member Account if we have reason to believe that the Member Account or credentials have been compromised. 2. | — | Removed |
| 4215 | Services Available to Members Your Member Account may enable you to access and receive Employer-Provided Services and/or Member Services, each as defined and further described below. | — | Removed |
| 4216 | Contractors may not be eligible for some or all Employer-Provided Services or Member Services. | — | Removed |
| 4217 | Certain Third-Party Services (as defined below), Employer-Provided Services, and Member Services are or may be subject to additional terms (“ Additional Terms ”). | — | Removed |
| 4218 | A. | — | Removed |
| 4219 | Employer-Provided Services and Employer Data Employer-Provided Services are the Services that are only made available to you as a result of your relationship with Employer, and Employer must sign up for or opt-into Employer-Provided Services in order for you to access them using your Member Account. | — | Removed |
| 4220 | Employer-Provided Services include (a) the ability to access and provide information and tasks associated with Employer’s business (e.g. entering your time off, drafting a performance review) and (b) accessing or enrolling in certain Services that Employer makes available to you as a member of Employer’s business organization (e.g. health benefits). | — | Removed |
| 4221 | If you have questions about using any Employer-Provided Services you should direct them to Employer. | — | Removed |
| 4222 | Employer may revoke or modify your access to Employer-Provided Services at any time, subject to any applicable Additional Terms. | — | Removed |
| 4223 | Personal information and documentation that you upload to your Member Account for use in Employer-Provided Services is referred to as Employer Data . | — | Removed |
| 4224 | Gusto processes and retains Employer Data at the direction of Employer and in accordance with applicable law and legal obligations. | — | Removed |
| 4225 | You understand and acknowledge that Employer Data will be visible to other Members, Employer, and Employer’s authorized Employer Account representative(s) (“ Administrator(s) ”) depending on Employer’s choices. | — | Removed |
| 4226 | Employer may also elect to enable Third-Party Services (as defined below) which will result in Employer Data being shared with a third-party and subject to that third-party’s privacy policy. | — | Removed |
| 4227 | You understand and agree that Employer’s choices may result in the access, use, deletion, disclosure or modification of certain Employer Data. | — | Removed |
| 4228 | You understand and agree that Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices Employer may elect or apply that may impact Gusto’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Employer-Provided Services via the Platform; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this Agreement is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, the Platform, or Services, or Employer’s failure to fulfill any of these responsibilities. | — | Removed |
| 4229 | Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to Employer-Provided Services, other than questions about your access to the Platform or your Member Account. | — | Removed |
| 4230 | However, Gusto reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Gusto, Member(s), third parties, or the Services. | — | Removed |
| 4231 | Gusto may monitor use of the Platform and Services for compliance with this Agreement, but is not obligated to do so. | — | Removed |
| 4232 | You agree to cooperate with Gusto in the event of any such direct intervention. | — | Removed |
| 4233 | B. | — | Removed |
| 4234 | Member Services and Member Data Separate from and in addition to Employer-Provided Services, and subject to any applicable Additional Terms and eligibility criteria, your Member Account may enable you to access certain Third-Party Services (as defined in Section 3 below) and/or Services available to you directly (each, a “ Member Service ” and collectively “ Member Services ”). | — | Removed |
| 4235 | Contractors may not be eligible for some or all Member Services. | — | Removed |
| 4236 | We are providing eligible Members with access to Member Services subject to such Members’ compliance with this Agreement, regardless of such Members’ relationship with Employer. | — | Removed |
| 4237 | In other words, eligible Members’ use of and access to Member Services will continue after dismissal from Employer’s business and cannot be revoked or modified by Employer. | — | Removed |
| 4238 | Notwithstanding the foregoing, we reserve the right to suspend or revoke your access to any or all of any or all of the Member Services if we have reason to believe that Employer or you have violated this Agreement, any agreement with us including agreements regarding Member Services, or applicable law. | — | Removed |
| 4239 | Member Services include, among other things, an ability to access certain limited functions within your Member Account after termination of your relationship with an Employer. | — | Removed |
| 4240 | Personal information and documents that you input to the Platform for the use of Member Services is referred to herein as “ Member Data .” Member Data will be processed and retained by Gusto in accordance with our legal obligations and our Privacy Policy as it may be updated from time to time. | — | Removed |
| 4241 | The Privacy Policy is incorporated into this Agreement with full force and effect. | — | Removed |
| 4242 | You are solely responsible for following instructions that we provide you with respect to the Platform and Member Services, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Member Services. | — | Removed |
| 4243 | Gusto’s performance of Member Services will rely on information you provide to Gusto. | — | Removed |
| 4244 | Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information. | — | Removed |
| 4245 | You accept sole responsibility for any liability arising from your failure to correct or update such information. 3. | — | Removed |
| 4246 | Third-Party Services You may be able to elect to receive services from our third party partners (each a “ Third-Party Service ”), whether directly via a Member Service or via an Employer-Provided Service. | — | Removed |
| 4247 | 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. | — | Removed |
| 4248 | You are solely responsible for, and assume all risk from, your choice to receive, use or access any Third-Party Service. | — | Removed |
| 4249 | If you choose to and authorize Gusto to share Member Data with a Third-Party Service (“ Shared Member Data ”) then you (a) represent you have all legal rights to do so, (b) assume all risks related to such Shared Member Data, (c) acknowledge you are solely responsible for the accuracy of such Shared Member Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Member Data with the applicable Third-Party Service. | — | Removed |
| 4250 | You waive and release any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Member Data. | — | Removed |
| 4251 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 4252 | We provide these links only as a convenience and Gusto does not operate or control such websites or resources and is not responsible for the content, products, or services, or links available or displayed on those websites or resources. | — | Removed |
| 4253 | You are solely responsible for, and assume all risk arising from, your use of any Third-Party Service, third-party websites or resources. 4. | — | Removed |
| 4254 | Direct Deposit The terms in this Section only apply to Employees that elect to receive wages via direct deposit through the Platform. | — | Removed |
| 4255 | You may elect to instruct Employer, via the Platform, to deposit your paycheck into a bank account in your name. | — | Removed |
| 4256 | You may also designate amounts of your choosing from your paycheck to be deposited into multiple bank accounts in your name. | — | Removed |
| 4257 | If you have designated a specific amount of your paycheck to be transferred to a bank account, you can change or cancel this election at any time via the Platform. | — | Removed |
| 4258 | Any changes will be applied to the first paycheck that is deposited at least four (4) business days after you submit the change. | — | Removed |
| 4259 | If you are using the Platform to receive wages via direct deposit, you must use the designated sections of the Platform to submit or change instructions regarding the direct depositing of your paycheck. | — | Removed |
| 4260 | If you attempt to submit or change instructions by any means other than through the designated sections of the Platform, Gusto will have absolute discretion to determine whether to follow such instruction, and will have no liability to you for either following, or not following, such instructions. 5. | — | Removed |
| 4261 | Contractor Payments If you are a Contractor receiving payments from Employer via the Platform, the following terms in this Section 5 apply to you (“ Contractor Payment Terms ”). | — | Removed |
| 4262 | You represent and warrant that you meet the following eligibility criteria: Your bank account is located in the United States; and You have completed Form W-9. | — | Removed |
| 4263 | You further agree to comply with all applicable laws and regulations. | — | Removed |
| 4264 | You understand and agree that Employer is solely responsible for your work authorization and/or employment classification and you release Gusto from any liability arising therefrom. 6. | — | Removed |
| 4265 | Beta Features We may provide you with access to beta, pilot, trial, pre-release features or products (collectively “ Beta Features ”) via the Platform, either directly or through Employer. | — | Removed |
| 4266 | Beta Features are provided as-is. | — | Removed |
| 4267 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 4268 | By accessing or using a Beta Feature you agree 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. 7. | — | Removed |
| 4269 | Privacy Policy Gusto may collect, use, and disclose your information pursuant to our Privacy Policy , which is incorporated into this Agreement by reference and may be updated from time to time. 8. | — | Removed |
| 4270 | Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services, and all content included therein (excluding Member Data, 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). | — | Removed |
| 4271 | All rights not expressly granted to Member in this Agreement are reserved by us or our licensors. | — | Removed |
| 4272 | This Agreement does not grant Member 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 Gusto Content not specifically set forth herein. | — | Removed |
| 4273 | You acknowledge that the Platform, Services, and Gusto Content is protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 4274 | You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, and Gusto Content. | — | Removed |
| 4275 | If you send us any feedback or suggestions (“ Feedback ”), that Feedback is given entirely voluntarily and you grant 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. | — | Removed |
| 4276 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about your experience with the Platform or Services. | — | Removed |
| 4277 | Gusto grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Gusto Content, Platform, and Services solely as necessary to use the Services and in accordance with this Agreement and all applicable Additional Terms. 9. | — | Removed |
| 4278 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages to Members: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about user account activity, (4) service alerts and (5) soliciting feedback about your customer service experience. | — | Removed |
| 4279 | Message frequency may vary. | — | Removed |
| 4280 | Standard message and data rates may apply. | — | Removed |
| 4281 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 4282 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 4283 | For more information, please see our Privacy Policy . | — | Removed |
| 4284 | You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s number. | — | Removed |
| 4285 | You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. | — | Removed |
| 4286 | You agree to promptly alert us whenever you stop using a telephone number. | — | Removed |
| 4287 | Gusto and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. | — | Removed |
| 4288 | We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. 10. | — | Removed |
| 4289 | No Professional or Legal Advice; No Guaranteed Outcomes Your use of the Platform and Services is entirely at your own risk. | — | Removed |
| 4290 | Except as and unless otherwise stated in applicable Additional Terms, you acknowledge 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. | — | Removed |
| 4291 | You are solely responsible for ensuring your compliance with applicable laws and regulations, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our Employer Care team regarding your 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. | — | Removed |
| 4292 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 11. | — | Removed |
| 4293 | Termination Termination by Gusto : We may immediately terminate this Agreement and the Member Account without notice or liability to you. | — | Removed |
| 4294 | We are not responsible or liable for any losses, damages, penalties, or expenses related to our termination of this Agreement Termination by Member : If you wish to terminate this Agreement or the Member Account please contact Employer Support. | — | Removed |
| 4295 | Effect of Termination : Upon termination of this Agreement, your access to the Member Account and certain Services will immediately cease. | — | Removed |
| 4296 | Termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such termination. | — | Removed |
| 4297 | Any sections or subsections of these Members Terms or any applicable Additional Terms which by their nature should survive, will survive termination of these Members Terms including but not limited to Sections 11, 12, 13, 14, and 16. 12. | — | Removed |
| 4298 | 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. | — | Removed |
| 4299 | 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. | — | Removed |
| 4300 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 4301 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA, MEMBER DATA, OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH EMPLOYER DATA, MEMBER DATA, AND INFORMATION. | — | Removed |
| 4302 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET MEMBER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 4303 | Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 4304 | 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. | — | Removed |
| 4305 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 4306 | Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect your use of or access to the Platform and Services. | — | Removed |
| 4307 | Any error that results from Gusto’s reliance on information provided by or on behalf of Employer or Member is a “ Resulting Error ”. | — | Removed |
| 4308 | Gusto makes no warranties or guarantees that it will be able to partially or fully correct Resulting Errors. | — | Removed |
| 4309 | No oral or written information or advice given by Gusto, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 13. | — | Removed |
| 4310 | Indemnity To the extent permitted by applicable law, Member 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 (i) your access to or use of the Platform, Services, or Gusto Content; (ii) Member Data; (iii) Member’s violation or alleged violation of this Agreements or any instructions provided by Gusto with respect to use of the Platform or Services; (iv) Member's violation or alleged violation of any third party right; (v) Member's violation or alleged violation of any applicable law, rule, or regulation; (vi) Member's gross negligence, fraudulent activity, or willful misconduct; (vii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Member; (viii) actions or activities that Gusto or any other Indemnified Party undertakes at the request or instruction of Member or anyone that Gusto or any other Indemnified Party reasonably believes to be acting with authority on behalf of Member (each such action or activity, a “ Requested Action ”); or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 14. | — | Removed |
| 4311 | Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Member agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (i) Member Data or Gusto’s or a third party’s reliance on certain Member Data; (ii) Resulting Errors; (iii) Member’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (iv) Member’s violation of applicable law, rule, regulation or other applicable legal obligation; (v) unauthorized third-party actions taken in Member's Account or sharing of your Member Account credentials; (vi) Member's negligence; (vii) Employer’s negligence; (viii) any Claims that could have reasonably been avoided or mitigated by Member through reasonable efforts; (ix) a Third-Party Service’s use of Employer Data or Member Data any Requested Actions; (xi) Member's failure, or the failure of Employer, to properly follow Gusto’s instructions with respect to the Services; or (xii) Member’s use or inability to use the Platform or the Services. | — | Removed |
| 4312 | 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. | — | Removed |
| 4313 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 4314 | TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR GUSTO CONTENT EXCEED $500 US DOLLARS. 15. | — | Removed |
| 4315 | Changes to the Agreement, Platform, or Services We may modify this Agreement at any time, in our sole discretion, effective upon posting of an updated version of this Agreement. | — | Removed |
| 4316 | Such amendments or changes will be effective upon the effective date and posting of the updated version of this Agreement. | — | Removed |
| 4317 | You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. | — | Removed |
| 4318 | You should review each modified version of this Agreement as your continued use of the Platform or Services after such changes are posted constitutes your agreement to be bound by the modified Agreement. | — | Removed |
| 4319 | If you do not agree to be bound by the modified Agreement, then you may terminate your Member Account as provided in this Agreement. | — | Removed |
| 4320 | Because the Platform and Services evolve over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice at our sole discretion. 16. | — | Removed |
| 4321 | Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 4322 | 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. | — | Removed |
| 4323 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW. | — | Removed |
| 4324 | Informal Dispute Resolution . | — | Removed |
| 4325 | As used in this Section 16, “ Dispute ” includes any past, present, or future dispute, claim, 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 16 or the Agreement. | — | Removed |
| 4326 | 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 you with a neutral and cost effective means of resolving the dispute quickly. | — | Removed |
| 4327 | You agree that 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. | — | Removed |
| 4328 | Similarly, Gusto will undertake reasonable efforts to contact you to resolve any Dispute we may have informally before taking any formal action. | — | Removed |
| 4329 | If a Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate an arbitration proceeding for Disputes as described below. | — | Removed |
| 4330 | Election to Arbitrate . | — | Removed |
| 4331 | 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 16 (the “ Arbitration Provision ”), unless you opt out as provided in Section 16.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 4332 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 4333 | 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, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “ IP Protection Action ”). | — | Removed |
| 4334 | Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. | — | Removed |
| 4335 | Opt-Out of Arbitration Provision . | — | Removed |
| 4336 | You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to [email protected] , within thirty (30) days of the date of your electronic acceptance of these Members Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Members, within thirty (30) days of Gusto’s notice of modifications to these Members Terms. | — | Removed |
| 4337 | Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by the effective date of the Terms; and provide your name and address. | — | Removed |
| 4338 | 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 16.B above. | — | Removed |
| 4339 | 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). | — | Removed |
| 4340 | Judicial Forum for Disputes . | — | Removed |
| 4341 | 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 16 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. | — | Removed |
| 4342 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 4343 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 4344 | 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. | — | Removed |
| 4345 | 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 16.B ABOVE. | — | Removed |
| 4346 | NO CLASS ACTIONS . | — | Removed |
| 4347 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 4348 | 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 ”). | — | Removed |
| 4349 | 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. | — | Removed |
| 4350 | 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. | — | Removed |
| 4351 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 4352 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 4353 | Arbitration Procedures . | — | Removed |
| 4354 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 4355 | 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 ”). | — | Removed |
| 4356 | 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. | — | Removed |
| 4357 | 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. | — | Removed |
| 4358 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 4359 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 4360 | 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 ”). | — | Removed |
| 4361 | 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. | — | Removed |
| 4362 | Notwithstanding any language to the contrary in this Section 16.G, if a party seeks injunctive relief that would significantly impact other Members 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. | — | Removed |
| 4363 | 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. | — | Removed |
| 4364 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 4365 | 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 16.G shall make that determination. | — | Removed |
| 4366 | 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. | — | Removed |
| 4367 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 4368 | 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. | — | Removed |
| 4369 | Arbitration Location . | — | Removed |
| 4370 | 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. | — | Removed |
| 4371 | 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. | — | Removed |
| 4372 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 4373 | 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. | — | Removed |
| 4374 | Arbitration Fees . | — | Removed |
| 4375 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 4376 | 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. | — | Removed |
| 4377 | Arbitrator’s Decision . | — | Removed |
| 4378 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 4379 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 4380 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 4381 | Survival and Severability of Arbitration Provision . | — | Removed |
| 4382 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 4383 | With the exception of Section 16.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. | — | Removed |
| 4384 | In the event that a court finds that all or any portion of Section 16.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 16.D. 17. | — | Removed |
| 4385 | Governing Law This Agreement is governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of the State of California without regard to the conflicts of laws provisions thereof. 18. | — | Removed |
| 4386 | 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 or Member. 19. | — | Removed |
| 4387 | General Entire Agreement . | — | Removed |
| 4388 | This Agreement constitutes the entire agreement between Gusto and Member regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. | — | Removed |
| 4389 | 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, except as provided in Section 16.K. Assignment . | — | Removed |
| 4390 | Member may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 4391 | Any attempt by Member to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 4392 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 4393 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 4394 | Notices . | — | Removed |
| 4395 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 4396 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 4397 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 4398 | Waiver and Remedies . | — | Removed |
| 4399 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 4400 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 4401 | 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. 20. | — | Removed |
| 4402 | Contact Information If Member has any questions about this Agreement or the Member Services, Member may contact Gusto at [email protected] . | — | Removed |
| 4403 | Gusto will not be able to accept Member questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 4404 | If Member is a California resident, Member may report complaints regarding the Member 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 March 24th 2024 to November 15th 2024 Download Table of Contents Last updated February 21, 2024 These Members Terms of Service (“ Members Terms ” or “ Terms ”) form part of the binding contract between you as an independent contractor, employee, or other member of a business organization with an existing Gusto account (“ you ”, “ your ”, or “ Member ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Gusto ”, “ us ”, “ we ” or “ our ”). | — | Removed |
| 4405 | For purposes of these Members Terms, we refer to independent contractors as “ Contractor ” and employees “ Employees ”. | — | Removed |
| 4406 | Collectively, Contractors and Employees are referred to as “ Members ”. | — | Removed |
| 4407 | The company with an existing Gusto account that invited you to join Gusto is referred to as “ Employer .” These Members Terms contain the terms and conditions that govern your 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. | — | Removed |
| 4408 | By clicking the applicable button to indicate acceptance of these Members Terms, or by accessing or using the Platform, including any Services, you agree to be bound by and comply with these Terms, and any Additional Terms (defined below) specific to Services that Member accesses or uses, and our Acceptable Use Policy , which is hereby incorporated into this Agreement (collectively, this “ Agreement ”). | — | Removed |
| 4409 | If you are accepting this Agreement on behalf of Contractor (e.g. in your capacity as an employee or agent of Contractor) then you represent that you have the authority to bind Contractor to this Agreement and that Contractor accepts this Agreement. | — | Removed |
| 4410 | ARBITRATION NOTICE : SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 4411 | IN SUCH CASES, YOU UNDERSTAND THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF YOUR CLAIMS. 1. | — | Removed |
| 4412 | Member Account Employer has agreed to the Gusto Employer Terms of Service and created an Employer Account in order to (a) enable you to access the Platform and Services and (b) authorize you to create an account with Gusto (“ Member Account ”). | — | Removed |
| 4413 | The Member Account is affiliated with the Employer that invited you, and we are providing you with access to the Member Account at the direction of Employer. | — | Removed |
| 4414 | To be eligible to create a Member Account, you must have (a) home and work addresses in the United States, (b) a bank account in the United States if receiving payment through direct deposit, (c) a social security number. | — | Removed |
| 4415 | If you are using the Member Account to enable Employer to process payments to you via the Platform, you represent and warrant that you are eligible to create a Member Account and have provided all requisite consents or authorizations to Employer to enable Employer to do so. | — | Removed |
| 4416 | You must enter a unique username and password in order to access the Member Account, and must keep the username and password confidential. | — | Removed |
| 4417 | You accept all risks of unauthorized use of the Member Account if security and confidentiality of the Member Account credentials are not maintained. | — | Removed |
| 4418 | If you believe that the Member Account credentials have been accessed or compromised by an unauthorized third party, you should contact us immediately. | — | Removed |
| 4419 | Gusto reserves the right to prevent access to the Member Account if we have reason to believe that the Member Account or credentials have been compromised. 2. | — | Removed |
| 4420 | Services Available to Members Your Member Account may enable you to access and receive Employer-Provided Services and/or Member Services, each as defined and further described below. | — | Removed |
| 4421 | Contractors may not be eligible for some or all Employer-Provided Services or Member Services. | — | Removed |
| 4422 | Certain Third-Party Services (as defined below), Employer-Provided Services, and Member Services are or may be subject to additional terms (“ Additional Terms ”). | — | Removed |
| 4423 | A. | — | Removed |
| 4424 | Employer-Provided Services and Employer Data Employer-Provided Services are the Services that are only made available to you as a result of your relationship with Employer, and Employer must sign up for or opt-into Employer-Provided Services in order for you to access them using your Member Account. | — | Removed |
| 4425 | Employer-Provided Services include (a) the ability to access and provide information and tasks associated with Employer’s business (e.g. entering your time off, drafting a performance review) and (b) accessing or enrolling in certain Services that Employer makes available to you as a member of Employer’s business organization (e.g. health benefits). | — | Removed |
| 4426 | If you have questions about using any Employer-Provided Services you should direct them to Employer. | — | Removed |
| 4427 | Employer may revoke or modify your access to Employer-Provided Services at any time, subject to any applicable Additional Terms. | — | Removed |
| 4428 | Personal information and documentation that you upload to your Member Account for use in Employer-Provided Services is referred to as Employer Data . | — | Removed |
| 4429 | Gusto processes and retains Employer Data at the direction of Employer and in accordance with applicable law and legal obligations. | — | Removed |
| 4430 | You understand and acknowledge that Employer Data will be visible to other Members, Employer, and Employer’s authorized Employer Account representative(s) (“ Administrator(s) ”) depending on Employer’s choices. | — | Removed |
| 4431 | Employer may also elect to enable Third-Party Services (as defined below) which will result in Employer Data being shared with a third-party and subject to that third-party’s privacy policy. | — | Removed |
| 4432 | You understand and agree that Employer’s choices may result in the access, use, deletion, disclosure or modification of certain Employer Data. | — | Removed |
| 4433 | You understand and agree that Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices Employer may elect or apply that may impact Gusto’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Employer-Provided Services via the Platform; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this Agreement is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, the Platform, or Services, or Employer’s failure to fulfill any of these responsibilities. | — | Removed |
| 4434 | Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to Employer-Provided Services, other than questions about your access to the Platform or your Member Account. | — | Removed |
| 4435 | However, Gusto reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Gusto, Member(s), third parties, or the Services. | — | Removed |
| 4436 | Gusto may monitor use of the Platform and Services for compliance with this Agreement, but is not obligated to do so. | — | Removed |
| 4437 | You agree to cooperate with Gusto in the event of any such direct intervention. | — | Removed |
| 4438 | B. | — | Removed |
| 4439 | Member Services and Member Data Separate from and in addition to Employer-Provided Services, and subject to any applicable Additional Terms and eligibility criteria, your Member Account may enable you to access certain Third-Party Services (as defined in Section 3 below) and/or Services available to you directly (each, a “ Member Service ” and collectively “ Member Services ”). | — | Removed |
| 4440 | Contractors may not be eligible for some or all Member Services. | — | Removed |
| 4441 | We are providing eligible Members with access to Member Services subject to such Members’ compliance with this Agreement, regardless of such Members’ relationship with Employer. | — | Removed |
| 4442 | In other words, eligible Members’ use of and access to Member Services will continue after dismissal from Employer’s business and cannot be revoked or modified by Employer. | — | Removed |
| 4443 | Notwithstanding the foregoing, we reserve the right to suspend or revoke your access to any or all of any or all of the Member Services if we have reason to believe that Employer or you have violated this Agreement, any agreement with us including agreements regarding Member Services, or applicable law. | — | Removed |
| 4444 | Member Services include, among other things, an ability to access certain limited functions within your Member Account after termination of your relationship with an Employer. | — | Removed |
| 4445 | Personal information and documents that you input to the Platform for the use of Member Services is referred to herein as “ Member Data .” Member Data will be processed and retained by Gusto in accordance with our legal obligations and our Privacy Policy as it may be updated from time to time. | — | Removed |
| 4446 | The Privacy Policy is incorporated into this Agreement with full force and effect. | — | Removed |
| 4447 | You are solely responsible for following instructions that we provide you with respect to the Platform and Member Services, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Member Services. | — | Removed |
| 4448 | Gusto’s performance of Member Services will rely on information you provide to Gusto. | — | Removed |
| 4449 | Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information. | — | Removed |
| 4450 | You accept sole responsibility for any liability arising from your failure to correct or update such information. 3. | — | Removed |
| 4451 | Third-Party Services You may be able to elect to receive services from our third party partners (each a “ Third-Party Service ”), whether directly via a Member Service or via an Employer-Provided Service. | — | Removed |
| 4452 | 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. | — | Removed |
| 4453 | You are solely responsible for, and assume all risk from, your choice to receive, use or access any Third-Party Service. | — | Removed |
| 4454 | If you choose to and authorize Gusto to share Member Data with a Third-Party Service (“ Shared Member Data ”) then you (a) represent you have all legal rights to do so, (b) assume all risks related to such Shared Member Data, (c) acknowledge you are solely responsible for the accuracy of such Shared Member Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Member Data with the applicable Third-Party Service. | — | Removed |
| 4455 | You waive and release any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Member Data. | — | Removed |
| 4456 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 4457 | We provide these links only as a convenience and Gusto does not operate or control such websites or resources and is not responsible for the content, products, or services, or links available or displayed on those websites or resources. | — | Removed |
| 4458 | You are solely responsible for, and assume all risk arising from, your use of any Third-Party Service, third-party websites or resources. 4. | — | Removed |
| 4459 | Direct Deposit The terms in this Section only apply to Employees that elect to receive wages via direct deposit through the Platform. | — | Removed |
| 4460 | You may elect to instruct Employer, via the Platform, to deposit your paycheck into a bank account in your name. | — | Removed |
| 4461 | You may also designate amounts of your choosing from your paycheck to be deposited into multiple bank accounts in your name. | — | Removed |
| 4462 | If you have designated a specific amount of your paycheck to be transferred to a bank account, you can change or cancel this election at any time via the Platform. | — | Removed |
| 4463 | Any changes will be applied to the first paycheck that is deposited at least four (4) business days after you submit the change. | — | Removed |
| 4464 | If you are using the Platform to receive wages via direct deposit, you must use the designated sections of the Platform to submit or change instructions regarding the direct depositing of your paycheck. | — | Removed |
| 4465 | If you attempt to submit or change instructions by any means other than through the designated sections of the Platform, Gusto will have absolute discretion to determine whether to follow such instruction, and will have no liability to you for either following, or not following, such instructions. 5. | — | Removed |
| 4466 | Contractor Payments If you are a Contractor receiving payments from Employer via the Platform, the following terms in this Section 5 apply to you (“ Contractor Payment Terms ”). | — | Removed |
| 4467 | You represent and warrant that you meet the following eligibility criteria: Your bank account is located in the United States; and You have completed Form W-9. | — | Removed |
| 4468 | You further agree to comply with all applicable laws and regulations. | — | Removed |
| 4469 | You understand and agree that Employer is solely responsible for your work authorization and/or employment classification and you release Gusto from any liability arising therefrom. 6. | — | Removed |
| 4470 | Beta Features We may provide you with access to beta, pilot, trial, pre-release features or products (collectively “ Beta Features ”) via the Platform, either directly or through Employer. | — | Removed |
| 4471 | Beta Features are provided as-is. | — | Removed |
| 4472 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 4473 | By accessing or using a Beta Feature you agree 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. 7. | — | Removed |
| 4474 | Privacy Policy Gusto may collect, use, and disclose your information pursuant to our Privacy Policy , which is incorporated into this Agreement by reference and may be updated from time to time. 8. | — | Removed |
| 4475 | Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services, and all content included therein (excluding Member Data, 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). | — | Removed |
| 4476 | All rights not expressly granted to Member in this Agreement are reserved by us or our licensors. | — | Removed |
| 4477 | This Agreement does not grant Member 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 Gusto Content not specifically set forth herein. | — | Removed |
| 4478 | You acknowledge that the Platform, Services, and Gusto Content is protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 4479 | You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, and Gusto Content. | — | Removed |
| 4480 | If you send us any feedback or suggestions (“ Feedback ”), that Feedback is given entirely voluntarily and you grant 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. | — | Removed |
| 4481 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about your experience with the Platform or Services. | — | Removed |
| 4482 | Gusto grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Gusto Content, Platform, and Services solely as necessary to use the Services and in accordance with this Agreement and all applicable Additional Terms. 9. | — | Removed |
| 4483 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages to Members: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about user account activity, (4) service alerts and (5) soliciting feedback about your customer service experience. | — | Removed |
| 4484 | Message frequency may vary. | — | Removed |
| 4485 | Standard message and data rates may apply. | — | Removed |
| 4486 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 4487 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 4488 | For more information, please see our Privacy Policy . | — | Removed |
| 4489 | You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s number. | — | Removed |
| 4490 | You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. | — | Removed |
| 4491 | You agree to promptly alert us whenever you stop using a telephone number. | — | Removed |
| 4492 | Gusto and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. | — | Removed |
| 4493 | We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. 10. | — | Removed |
| 4494 | No Professional or Legal Advice; No Guaranteed Outcomes Your use of the Platform and Services is entirely at your own risk. | — | Removed |
| 4495 | Except as and unless otherwise stated in applicable Additional Terms, you acknowledge 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. | — | Removed |
| 4496 | You are solely responsible for ensuring your compliance with applicable laws and regulations, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our Employer Care team regarding your 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. | — | Removed |
| 4497 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 11. | — | Removed |
| 4498 | Termination Termination by Gusto : We may immediately terminate this Agreement and the Member Account without notice or liability to you. | — | Removed |
| 4499 | We are not responsible or liable for any losses, damages, penalties, or expenses related to our termination of this Agreement Termination by Member : If you wish to terminate this Agreement or the Member Account please contact Employer Support. | — | Removed |
| 4500 | Effect of Termination : Upon termination of this Agreement, your access to the Member Account and certain Services will immediately cease. | — | Removed |
| 4501 | Termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such termination. | — | Removed |
| 4502 | Any sections or subsections of these Members Terms or any applicable Additional Terms which by their nature should survive, will survive termination of these Members Terms including but not limited to Sections 11, 12, 13, 14, and 16. 12. | — | Removed |
| 4503 | 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. | — | Removed |
| 4504 | 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. | — | Removed |
| 4505 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 4506 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA, MEMBER DATA, OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH EMPLOYER DATA, MEMBER DATA, AND INFORMATION. | — | Removed |
| 4507 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET MEMBER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 4508 | Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 4509 | 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. | — | Removed |
| 4510 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 4511 | Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect your use of or access to the Platform and Services. | — | Removed |
| 4512 | Any error that results from Gusto’s reliance on information provided by or on behalf of Employer or Member is a “ Resulting Error ”. | — | Removed |
| 4513 | Gusto makes no warranties or guarantees that it will be able to partially or fully correct Resulting Errors. | — | Removed |
| 4514 | No oral or written information or advice given by Gusto, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 13. | — | Removed |
| 4515 | Indemnity To the extent permitted by applicable law, Member 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 (i) your access to or use of the Platform, Services, or Gusto Content; (ii) Member Data; (iii) Member’s violation or alleged violation of this Agreements or any instructions provided by Gusto with respect to use of the Platform or Services; (iv) Member's violation or alleged violation of any third party right; (v) Member's violation or alleged violation of any applicable law, rule, or regulation; (vi) Member's gross negligence, fraudulent activity, or willful misconduct; (vii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Member; (viii) actions or activities that Gusto or any other Indemnified Party undertakes at the request or instruction of Member or anyone that Gusto or any other Indemnified Party reasonably believes to be acting with authority on behalf of Member (each such action or activity, a “ Requested Action ”); or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 14. | — | Removed |
| 4516 | Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Member agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (i) Member Data or Gusto’s or a third party’s reliance on certain Member Data; (ii) Resulting Errors; (iii) Member’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (iv) Member’s violation of applicable law, rule, regulation or other applicable legal obligation; (v) unauthorized third-party actions taken in Member's Account or sharing of your Member Account credentials; (vi) Member's negligence; (vii) Employer’s negligence; (viii) any Claims that could have reasonably been avoided or mitigated by Member through reasonable efforts; (ix) a Third-Party Service’s use of Employer Data or Member Data any Requested Actions; (xi) Member's failure, or the failure of Employer, to properly follow Gusto’s instructions with respect to the Services; or (xii) Member’s use or inability to use the Platform or the Services. | — | Removed |
| 4517 | 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. | — | Removed |
| 4518 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 4519 | TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR GUSTO CONTENT EXCEED $500 US DOLLARS. 15. | — | Removed |
| 4520 | Changes to the Agreement, Platform, or Services We may modify this Agreement at any time, in our sole discretion, effective upon posting of an updated version of this Agreement. | — | Removed |
| 4521 | Such amendments or changes will be effective upon the effective date and posting of the updated version of this Agreement. | — | Removed |
| 4522 | You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. | — | Removed |
| 4523 | You should review each modified version of this Agreement as your continued use of the Platform or Services after such changes are posted constitutes your agreement to be bound by the modified Agreement. | — | Removed |
| 4524 | If you do not agree to be bound by the modified Agreement, then you may terminate your Member Account as provided in this Agreement. | — | Removed |
| 4525 | Because the Platform and Services evolve over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice at our sole discretion. 16. | — | Removed |
| 4526 | Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 4527 | 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. | — | Removed |
| 4528 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW. | — | Removed |
| 4529 | Informal Dispute Resolution . | — | Removed |
| 4530 | As used in this Section 16, “ Dispute ” includes any past, present, or future dispute, claim, 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 16 or the Agreement. | — | Removed |
| 4531 | 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 you with a neutral and cost effective means of resolving the dispute quickly. | — | Removed |
| 4532 | You agree that 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. | — | Removed |
| 4533 | Similarly, Gusto will undertake reasonable efforts to contact you to resolve any Dispute we may have informally before taking any formal action. | — | Removed |
| 4534 | If a Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate an arbitration proceeding for Disputes as described below. | — | Removed |
| 4535 | Election to Arbitrate . | — | Removed |
| 4536 | 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 16 (the “ Arbitration Provision ”), unless you opt out as provided in Section 16.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 4537 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 4538 | 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, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “ IP Protection Action ”). | — | Removed |
| 4539 | Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. | — | Removed |
| 4540 | Opt-Out of Arbitration Provision . | — | Removed |
| 4541 | You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to [email protected] , within thirty (30) days of the date of your electronic acceptance of these Members Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Members, within thirty (30) days of Gusto’s notice of modifications to these Members Terms. | — | Removed |
| 4542 | Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by the effective date of the Terms; and provide your name and address. | — | Removed |
| 4543 | 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 16.B above. | — | Removed |
| 4544 | 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). | — | Removed |
| 4545 | Judicial Forum for Disputes . | — | Removed |
| 4546 | 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 16 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. | — | Removed |
| 4547 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 4548 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 4549 | 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. | — | Removed |
| 4550 | 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 16.B ABOVE. | — | Removed |
| 4551 | NO CLASS ACTIONS . | — | Removed |
| 4552 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 4553 | 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 ”). | — | Removed |
| 4554 | 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. | — | Removed |
| 4555 | 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. | — | Removed |
| 4556 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 4557 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 4558 | Arbitration Procedures . | — | Removed |
| 4559 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 4560 | 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 ”). | — | Removed |
| 4561 | 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. | — | Removed |
| 4562 | 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. | — | Removed |
| 4563 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 4564 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 4565 | 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 ”). | — | Removed |
| 4566 | 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. | — | Removed |
| 4567 | Notwithstanding any language to the contrary in this Section 16.G, if a party seeks injunctive relief that would significantly impact other Members 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. | — | Removed |
| 4568 | 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. | — | Removed |
| 4569 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 4570 | 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 16.G shall make that determination. | — | Removed |
| 4571 | 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. | — | Removed |
| 4572 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 4573 | 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. | — | Removed |
| 4574 | Arbitration Location . | — | Removed |
| 4575 | 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. | — | Removed |
| 4576 | 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. | — | Removed |
| 4577 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 4578 | 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. | — | Removed |
| 4579 | Arbitration Fees . | — | Removed |
| 4580 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 4581 | 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. | — | Removed |
| 4582 | Arbitrator’s Decision . | — | Removed |
| 4583 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 4584 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 4585 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 4586 | Survival and Severability of Arbitration Provision . | — | Removed |
| 4587 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 4588 | With the exception of Section 16.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. | — | Removed |
| 4589 | In the event that a court finds that all or any portion of Section 16.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 16.D. 17. | — | Removed |
| 4590 | Governing Law This Agreement is governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of the State of California without regard to the conflicts of laws provisions thereof. 18. | — | Removed |
| 4591 | 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 or Member. 19. | — | Removed |
| 4592 | General Entire Agreement . | — | Removed |
| 4593 | This Agreement constitutes the entire agreement between Gusto and Member regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. | — | Removed |
| 4594 | 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, except as provided in Section 16.K. Assignment . | — | Removed |
| 4595 | Member may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 4596 | Any attempt by Member to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 4597 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 4598 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 4599 | Notices . | — | Removed |
| 4600 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 4601 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 4602 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 4603 | Waiver and Remedies . | — | Removed |
| 4604 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 4605 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 4606 | 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. 20. | — | Removed |
| 4607 | Contact Information If Member has any questions about this Agreement or the Member Services, Member may contact Gusto at [email protected] . | — | Removed |
| 4608 | Gusto will not be able to accept Member questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 4609 | If Member is a California resident, Member may report complaints regarding the Member 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 March 24th 2024 to March 24th 2024 Download Summary of changes removed the intro paragraph describing the fact that these are new terms, with an effective date in the future (or as of date of clicking to accept). | — | Removed |
| 4610 | Table of Contents Last updated February 21, 2024 These Members Terms of Service (“ Members Terms ” or “ Terms ”) form part of the binding contract between you as an independent contractor, employee, or other member of a business organization with an existing Gusto account (“ you ”, “ your ”, or “ Member ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Gusto ”, “ us ”, “ we ” or “ our ”). | — | Removed |
| 4611 | For purposes of these Members Terms, we refer to independent contractors as “ Contractor ” and employees “ Employees ”. | — | Removed |
| 4612 | Collectively, Contractors and Employees are referred to as “ Members ”. | — | Removed |
| 4613 | The company with an existing Gusto account that invited you to join Gusto is referred to as “ Employer .” These Members Terms contain the terms and conditions that govern your 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. | — | Removed |
| 4614 | By clicking the applicable button to indicate acceptance of these Members Terms, or by accessing or using the Platform, including any Services, you agree to be bound by and comply with these Terms, and any Additional Terms (defined below) specific to Services that Member accesses or uses, and our Acceptable Use Policy , which is hereby incorporated into this Agreement (collectively, this “ Agreement ”). | — | Removed |
| 4615 | If you are accepting this Agreement on behalf of Contractor (e.g. in your capacity as an employee or agent of Contractor) then you represent that you have the authority to bind Contractor to this Agreement and that Contractor accepts this Agreement. | — | Removed |
| 4616 | ARBITRATION NOTICE : SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 4617 | IN SUCH CASES, YOU UNDERSTAND THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF YOUR CLAIMS. 1. | — | Removed |
| 4618 | Member Account Employer has agreed to the Gusto Employer Terms of Service and created an Employer Account in order to (a) enable you to access the Platform and Services and (b) authorize you to create an account with Gusto (“ Member Account ”). | — | Removed |
| 4619 | The Member Account is affiliated with the Employer that invited you, and we are providing you with access to the Member Account at the direction of Employer. | — | Removed |
| 4620 | To be eligible to create a Member Account, you must have (a) home and work addresses in the United States, (b) a bank account in the United States if receiving payment through direct deposit, (c) a social security number. | — | Removed |
| 4621 | If you are using the Member Account to enable Employer to process payments to you via the Platform, you represent and warrant that you are eligible to create a Member Account and have provided all requisite consents or authorizations to Employer to enable Employer to do so. | — | Removed |
| 4622 | You must enter a unique username and password in order to access the Member Account, and must keep the username and password confidential. | — | Removed |
| 4623 | You accept all risks of unauthorized use of the Member Account if security and confidentiality of the Member Account credentials are not maintained. | — | Removed |
| 4624 | If you believe that the Member Account credentials have been accessed or compromised by an unauthorized third party, you should contact us immediately. | — | Removed |
| 4625 | Gusto reserves the right to prevent access to the Member Account if we have reason to believe that the Member Account or credentials have been compromised. 2. | — | Removed |
| 4626 | Services Available to Members Your Member Account may enable you to access and receive Employer-Provided Services and/or Member Services, each as defined and further described below. | — | Removed |
| 4627 | Contractors may not be eligible for some or all Employer-Provided Services or Member Services. | — | Removed |
| 4628 | Certain Third-Party Services (as defined below), Employer-Provided Services, and Member Services are or may be subject to additional terms (“ Additional Terms ”). | — | Removed |
| 4629 | A. | — | Removed |
| 4630 | Employer-Provided Services and Employer Data Employer-Provided Services are the Services that are only made available to you as a result of your relationship with Employer, and Employer must sign up for or opt-into Employer-Provided Services in order for you to access them using your Member Account. | — | Removed |
| 4631 | Employer-Provided Services include (a) the ability to access and provide information and tasks associated with Employer’s business (e.g. entering your time off, drafting a performance review) and (b) accessing or enrolling in certain Services that Employer makes available to you as a member of Employer’s business organization (e.g. health benefits). | — | Removed |
| 4632 | If you have questions about using any Employer-Provided Services you should direct them to Employer. | — | Removed |
| 4633 | Employer may revoke or modify your access to Employer-Provided Services at any time, subject to any applicable Additional Terms. | — | Removed |
| 4634 | Personal information and documentation that you upload to your Member Account for use in Employer-Provided Services is referred to as Employer Data . | — | Removed |
| 4635 | Gusto processes and retains Employer Data at the direction of Employer and in accordance with applicable law and legal obligations. | — | Removed |
| 4636 | You understand and acknowledge that Employer Data will be visible to other Members, Employer, and Employer’s authorized Employer Account representative(s) (“ Administrator(s) ”) depending on Employer’s choices. | — | Removed |
| 4637 | Employer may also elect to enable Third-Party Services (as defined below) which will result in Employer Data being shared with a third-party and subject to that third-party’s privacy policy. | — | Removed |
| 4638 | You understand and agree that Employer’s choices may result in the access, use, deletion, disclosure or modification of certain Employer Data. | — | Removed |
| 4639 | You understand and agree that Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices Employer may elect or apply that may impact Gusto’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Employer-Provided Services via the Platform; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this Agreement is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, the Platform, or Services, or Employer’s failure to fulfill any of these responsibilities. | — | Removed |
| 4640 | Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to Employer-Provided Services, other than questions about your access to the Platform or your Member Account. | — | Removed |
| 4641 | However, Gusto reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Gusto, Member(s), third parties, or the Services. | — | Removed |
| 4642 | Gusto may monitor use of the Platform and Services for compliance with this Agreement, but is not obligated to do so. | — | Removed |
| 4643 | You agree to cooperate with Gusto in the event of any such direct intervention. | — | Removed |
| 4644 | B. | — | Removed |
| 4645 | Member Services and Member Data Separate from and in addition to Employer-Provided Services, and subject to any applicable Additional Terms and eligibility criteria, your Member Account may enable you to access certain Third-Party Services (as defined in Section 3 below) and/or Services available to you directly (each, a “ Member Service ” and collectively “ Member Services ”). | — | Removed |
| 4646 | Contractors may not be eligible for some or all Member Services. | — | Removed |
| 4647 | We are providing eligible Members with access to Member Services subject to such Members’ compliance with this Agreement, regardless of such Members’ relationship with Employer. | — | Removed |
| 4648 | In other words, eligible Members’ use of and access to Member Services will continue after dismissal from Employer’s business and cannot be revoked or modified by Employer. | — | Removed |
| 4649 | Notwithstanding the foregoing, we reserve the right to suspend or revoke your access to any or all of any or all of the Member Services if we have reason to believe that Employer or you have violated this Agreement, any agreement with us including agreements regarding Member Services, or applicable law. | — | Removed |
| 4650 | Member Services include, among other things, an ability to access certain limited functions within your Member Account after termination of your relationship with an Employer. | — | Removed |
| 4651 | Personal information and documents that you input to the Platform for the use of Member Services is referred to herein as “ Member Data .” Member Data will be processed and retained by Gusto in accordance with our legal obligations and our Privacy Policy as it may be updated from time to time. | — | Removed |
| 4652 | The Privacy Policy is incorporated into this Agreement with full force and effect. | — | Removed |
| 4653 | You are solely responsible for following instructions that we provide you with respect to the Platform and Member Services, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Member Services. | — | Removed |
| 4654 | Gusto’s performance of Member Services will rely on information you provide to Gusto. | — | Removed |
| 4655 | Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information. | — | Removed |
| 4656 | You accept sole responsibility for any liability arising from your failure to correct or update such information. 3. | — | Removed |
| 4657 | Third-Party Services You may be able to elect to receive services from our third party partners (each a “ Third-Party Service ”), whether directly via a Member Service or via an Employer-Provided Service. | — | Removed |
| 4658 | 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. | — | Removed |
| 4659 | You are solely responsible for, and assume all risk from, your choice to receive, use or access any Third-Party Service. | — | Removed |
| 4660 | If you choose to and authorize Gusto to share Member Data with a Third-Party Service (“ Shared Member Data ”) then you (a) represent you have all legal rights to do so, (b) assume all risks related to such Shared Member Data, (c) acknowledge you are solely responsible for the accuracy of such Shared Member Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Member Data with the applicable Third-Party Service. | — | Removed |
| 4661 | You waive and release any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Member Data. | — | Removed |
| 4662 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 4663 | We provide these links only as a convenience and Gusto does not operate or control such websites or resources and is not responsible for the content, products, or services, or links available or displayed on those websites or resources. | — | Removed |
| 4664 | You are solely responsible for, and assume all risk arising from, your use of any Third-Party Service, third-party websites or resources. 4. | — | Removed |
| 4665 | Direct Deposit The terms in this Section only apply to Employees that elect to receive wages via direct deposit through the Platform. | — | Removed |
| 4666 | You may elect to instruct Employer, via the Platform, to deposit your paycheck into a bank account in your name. | — | Removed |
| 4667 | You may also designate amounts of your choosing from your paycheck to be deposited into multiple bank accounts in your name. | — | Removed |
| 4668 | If you have designated a specific amount of your paycheck to be transferred to a bank account, you can change or cancel this election at any time via the Platform. | — | Removed |
| 4669 | Any changes will be applied to the first paycheck that is deposited at least four (4) business days after you submit the change. | — | Removed |
| 4670 | If you are using the Platform to receive wages via direct deposit, you must use the designated sections of the Platform to submit or change instructions regarding the direct depositing of your paycheck. | — | Removed |
| 4671 | If you attempt to submit or change instructions by any means other than through the designated sections of the Platform, Gusto will have absolute discretion to determine whether to follow such instruction, and will have no liability to you for either following, or not following, such instructions. 5. | — | Removed |
| 4672 | Contractor Payments If you are a Contractor receiving payments from Employer via the Platform, the following terms in this Section 5 apply to you (“ Contractor Payment Terms ”). | — | Removed |
| 4673 | You represent and warrant that you meet the following eligibility criteria: Your bank account is located in the United States; and You have completed Form W-9. | — | Removed |
| 4674 | You further agree to comply with all applicable laws and regulations. | — | Removed |
| 4675 | You understand and agree that Employer is solely responsible for your work authorization and/or employment classification and you release Gusto from any liability arising therefrom. 6. | — | Removed |
| 4676 | Beta Features We may provide you with access to beta, pilot, trial, pre-release features or products (collectively “ Beta Features ”) via the Platform, either directly or through Employer. | — | Removed |
| 4677 | Beta Features are provided as-is. | — | Removed |
| 4678 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 4679 | By accessing or using a Beta Feature you agree 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. 7. | — | Removed |
| 4680 | Privacy Policy Gusto may collect, use, and disclose your information pursuant to our Privacy Policy , which is incorporated into this Agreement by reference and may be updated from time to time. 8. | — | Removed |
| 4681 | Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services, and all content included therein (excluding Member Data, 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). | — | Removed |
| 4682 | All rights not expressly granted to Member in this Agreement are reserved by us or our licensors. | — | Removed |
| 4683 | This Agreement does not grant Member 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 Gusto Content not specifically set forth herein. | — | Removed |
| 4684 | You acknowledge that the Platform, Services, and Gusto Content is protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 4685 | You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, and Gusto Content. | — | Removed |
| 4686 | If you send us any feedback or suggestions (“ Feedback ”), that Feedback is given entirely voluntarily and you grant 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. | — | Removed |
| 4687 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about your experience with the Platform or Services. | — | Removed |
| 4688 | Gusto grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Gusto Content, Platform, and Services solely as necessary to use the Services and in accordance with this Agreement and all applicable Additional Terms. 9. | — | Removed |
| 4689 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages to Members: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about user account activity, (4) service alerts and (5) soliciting feedback about your customer service experience. | — | Removed |
| 4690 | Message frequency may vary. | — | Removed |
| 4691 | Standard message and data rates may apply. | — | Removed |
| 4692 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 4693 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 4694 | For more information, please see our Privacy Policy . | — | Removed |
| 4695 | You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s number. | — | Removed |
| 4696 | You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. | — | Removed |
| 4697 | You agree to promptly alert us whenever you stop using a telephone number. | — | Removed |
| 4698 | Gusto and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. | — | Removed |
| 4699 | We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. 10. | — | Removed |
| 4700 | No Professional or Legal Advice; No Guaranteed Outcomes Your use of the Platform and Services is entirely at your own risk. | — | Removed |
| 4701 | Except as and unless otherwise stated in applicable Additional Terms, you acknowledge 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. | — | Removed |
| 4702 | You are solely responsible for ensuring your compliance with applicable laws and regulations, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our Employer Care team regarding your 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. | — | Removed |
| 4703 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 11. | — | Removed |
| 4704 | Termination Termination by Gusto : We may immediately terminate this Agreement and the Member Account without notice or liability to you. | — | Removed |
| 4705 | We are not responsible or liable for any losses, damages, penalties, or expenses related to our termination of this Agreement Termination by Member : If you wish to terminate this Agreement or the Member Account please contact Employer Support. | — | Removed |
| 4706 | Effect of Termination : Upon termination of this Agreement, your access to the Member Account and certain Services will immediately cease. | — | Removed |
| 4707 | Termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such termination. | — | Removed |
| 4708 | Any sections or subsections of these Members Terms or any applicable Additional Terms which by their nature should survive, will survive termination of these Members Terms including but not limited to Sections 11, 12, 13, 14, and 16. 12. | — | Removed |
| 4709 | 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. | — | Removed |
| 4710 | 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. | — | Removed |
| 4711 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 4712 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA, MEMBER DATA, OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH EMPLOYER DATA, MEMBER DATA, AND INFORMATION. | — | Removed |
| 4713 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET MEMBER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 4714 | Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 4715 | 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. | — | Removed |
| 4716 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 4717 | Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect your use of or access to the Platform and Services. | — | Removed |
| 4718 | Any error that results from Gusto’s reliance on information provided by or on behalf of Employer or Member is a “ Resulting Error ”. | — | Removed |
| 4719 | Gusto makes no warranties or guarantees that it will be able to partially or fully correct Resulting Errors. | — | Removed |
| 4720 | No oral or written information or advice given by Gusto, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 13. | — | Removed |
| 4721 | Indemnity To the extent permitted by applicable law, Member 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 (i) your access to or use of the Platform, Services, or Gusto Content; (ii) Member Data; (iii) Member’s violation or alleged violation of this Agreements or any instructions provided by Gusto with respect to use of the Platform or Services; (iv) Member's violation or alleged violation of any third party right; (v) Member's violation or alleged violation of any applicable law, rule, or regulation; (vi) Member's gross negligence, fraudulent activity, or willful misconduct; (vii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Member; (viii) actions or activities that Gusto or any other Indemnified Party undertakes at the request or instruction of Member or anyone that Gusto or any other Indemnified Party reasonably believes to be acting with authority on behalf of Member (each such action or activity, a “ Requested Action ”); or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 14. | — | Removed |
| 4722 | Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Member agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (i) Member Data or Gusto’s or a third party’s reliance on certain Member Data; (ii) Resulting Errors; (iii) Member’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (iv) Member’s violation of applicable law, rule, regulation or other applicable legal obligation; (v) unauthorized third-party actions taken in Member's Account or sharing of your Member Account credentials; (vi) Member's negligence; (vii) Employer’s negligence; (viii) any Claims that could have reasonably been avoided or mitigated by Member through reasonable efforts; (ix) a Third-Party Service’s use of Employer Data or Member Data any Requested Actions; (xi) Member's failure, or the failure of Employer, to properly follow Gusto’s instructions with respect to the Services; or (xii) Member’s use or inability to use the Platform or the Services. | — | Removed |
| 4723 | 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. | — | Removed |
| 4724 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 4725 | TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR GUSTO CONTENT EXCEED $500 US DOLLARS. 15. | — | Removed |
| 4726 | Changes to the Agreement, Platform, or Services We may modify this Agreement at any time, in our sole discretion, effective upon posting of an updated version of this Agreement. | — | Removed |
| 4727 | Such amendments or changes will be effective upon the effective date and posting of the updated version of this Agreement. | — | Removed |
| 4728 | You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. | — | Removed |
| 4729 | You should review each modified version of this Agreement as your continued use of the Platform or Services after such changes are posted constitutes your agreement to be bound by the modified Agreement. | — | Removed |
| 4730 | If you do not agree to be bound by the modified Agreement, then you may terminate your Member Account as provided in this Agreement. | — | Removed |
| 4731 | Because the Platform and Services evolve over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice at our sole discretion. 16. | — | Removed |
| 4732 | Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 4733 | 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. | — | Removed |
| 4734 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW. | — | Removed |
| 4735 | Informal Dispute Resolution . | — | Removed |
| 4736 | As used in this Section 16, “ Dispute ” includes any past, present, or future dispute, claim, 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 16 or the Agreement. | — | Removed |
| 4737 | 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 you with a neutral and cost effective means of resolving the dispute quickly. | — | Removed |
| 4738 | You agree that 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. | — | Removed |
| 4739 | Similarly, Gusto will undertake reasonable efforts to contact you to resolve any Dispute we may have informally before taking any formal action. | — | Removed |
| 4740 | If a Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate an arbitration proceeding for Disputes as described below. | — | Removed |
| 4741 | Election to Arbitrate . | — | Removed |
| 4742 | 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 16 (the “ Arbitration Provision ”), unless you opt out as provided in Section 16.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 4743 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 4744 | 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, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “ IP Protection Action ”). | — | Removed |
| 4745 | Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. | — | Removed |
| 4746 | Opt-Out of Arbitration Provision . | — | Removed |
| 4747 | You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to [email protected] , within thirty (30) days of the date of your electronic acceptance of these Members Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Members, within thirty (30) days of Gusto’s notice of modifications to these Members Terms. | — | Removed |
| 4748 | Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by the effective date of the Terms; and provide your name and address. | — | Removed |
| 4749 | 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 16.B above. | — | Removed |
| 4750 | 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). | — | Removed |
| 4751 | Judicial Forum for Disputes . | — | Removed |
| 4752 | 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 16 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. | — | Removed |
| 4753 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 4754 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 4755 | 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. | — | Removed |
| 4756 | 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 16.B ABOVE. | — | Removed |
| 4757 | NO CLASS ACTIONS . | — | Removed |
| 4758 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 4759 | 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 ”). | — | Removed |
| 4760 | 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. | — | Removed |
| 4761 | 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. | — | Removed |
| 4762 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 4763 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 4764 | Arbitration Procedures . | — | Removed |
| 4765 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 4766 | 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 ”). | — | Removed |
| 4767 | 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. | — | Removed |
| 4768 | 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. | — | Removed |
| 4769 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 4770 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 4771 | 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 ”). | — | Removed |
| 4772 | 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. | — | Removed |
| 4773 | Notwithstanding any language to the contrary in this Section 16.G, if a party seeks injunctive relief that would significantly impact other Members 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. | — | Removed |
| 4774 | 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. | — | Removed |
| 4775 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 4776 | 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 16.G shall make that determination. | — | Removed |
| 4777 | 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. | — | Removed |
| 4778 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 4779 | 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. | — | Removed |
| 4780 | Arbitration Location . | — | Removed |
| 4781 | 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. | — | Removed |
| 4782 | 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. | — | Removed |
| 4783 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 4784 | 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. | — | Removed |
| 4785 | Arbitration Fees . | — | Removed |
| 4786 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 4787 | 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. | — | Removed |
| 4788 | Arbitrator’s Decision . | — | Removed |
| 4789 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 4790 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 4791 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 4792 | Survival and Severability of Arbitration Provision . | — | Removed |
| 4793 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 4794 | With the exception of Section 16.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. | — | Removed |
| 4795 | In the event that a court finds that all or any portion of Section 16.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 16.D. 17. | — | Removed |
| 4796 | Governing Law This Agreement is governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of the State of California without regard to the conflicts of laws provisions thereof. 18. | — | Removed |
| 4797 | 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 or Member. 19. | — | Removed |
| 4798 | General Entire Agreement . | — | Removed |
| 4799 | This Agreement constitutes the entire agreement between Gusto and Member regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. | — | Removed |
| 4800 | 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, except as provided in Section 16.K. Assignment . | — | Removed |
| 4801 | Member may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 4802 | Any attempt by Member to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 4803 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 4804 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 4805 | Notices . | — | Removed |
| 4806 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 4807 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 4808 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 4809 | Waiver and Remedies . | — | Removed |
| 4810 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 4811 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 4812 | 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. 20. | — | Removed |
| 4813 | Contact Information If Member has any questions about this Agreement or the Member Services, Member may contact Gusto at [email protected] . | — | Removed |
| 4814 | Gusto will not be able to accept Member questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 4815 | If Member is a California resident, Member may report complaints regarding the Member 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 February 21st 2024 to March 24th 2024 Download Table of Contents Please note : These updated terms will take effect on March 22, 2024. | — | Removed |
| 4816 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 4817 | To review the outgoing terms, please click here . | — | Removed |
| 4818 | Last updated February 21, 2024 These Members Terms of Service (“ Members Terms ” or “ Terms ”) form part of the binding contract between you as an independent contractor, employee, or other member of a business organization with an existing Gusto account (“ you ”, “ your ”, or “ Member ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Gusto ”, “ us ”, “ we ” or “ our ”). | — | Removed |
| 4819 | For purposes of these Members Terms, we refer to independent contractors as “ Contractor ” and employees “ Employees ”. | — | Removed |
| 4820 | Collectively, Contractors and Employees are referred to as “ Members ”. | — | Removed |
| 4821 | The company with an existing Gusto account that invited you to join Gusto is referred to as “ Employer .” These Members Terms contain the terms and conditions that govern your 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. | — | Removed |
| 4822 | By clicking the applicable button to indicate acceptance of these Members Terms, or by accessing or using the Platform, including any Services, you agree to be bound by and comply with these Terms, and any Additional Terms (defined below) specific to Services that Member accesses or uses, and our Acceptable Use Policy , which is hereby incorporated into this Agreement (collectively, this “ Agreement ”). | — | Removed |
| 4823 | If you are accepting this Agreement on behalf of Contractor (e.g. in your capacity as an employee or agent of Contractor) then you represent that you have the authority to bind Contractor to this Agreement and that Contractor accepts this Agreement. | — | Removed |
| 4824 | ARBITRATION NOTICE : SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 4825 | IN SUCH CASES, YOU UNDERSTAND THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF YOUR CLAIMS. 1. | — | Removed |
| 4826 | Member Account Employer has agreed to the Gusto Employer Terms of Service and created an Employer Account in order to (a) enable you to access the Platform and Services and (b) authorize you to create an account with Gusto (“ Member Account ”). | — | Removed |
| 4827 | The Member Account is affiliated with the Employer that invited you, and we are providing you with access to the Member Account at the direction of Employer. | — | Removed |
| 4828 | To be eligible to create a Member Account, you must have (a) home and work addresses in the United States, (b) a bank account in the United States if receiving payment through direct deposit, (c) a social security number. | — | Removed |
| 4829 | If you are using the Member Account to enable Employer to process payments to you via the Platform, you represent and warrant that you are eligible to create a Member Account and have provided all requisite consents or authorizations to Employer to enable Employer to do so. | — | Removed |
| 4830 | You must enter a unique username and password in order to access the Member Account, and must keep the username and password confidential. | — | Removed |
| 4831 | You accept all risks of unauthorized use of the Member Account if security and confidentiality of the Member Account credentials are not maintained. | — | Removed |
| 4832 | If you believe that the Member Account credentials have been accessed or compromised by an unauthorized third party, you should contact us immediately. | — | Removed |
| 4833 | Gusto reserves the right to prevent access to the Member Account if we have reason to believe that the Member Account or credentials have been compromised. 2. | — | Removed |
| 4834 | Services Available to Members Your Member Account may enable you to access and receive Employer-Provided Services and/or Member Services, each as defined and further described below. | — | Removed |
| 4835 | Contractors may not be eligible for some or all Employer-Provided Services or Member Services. | — | Removed |
| 4836 | Certain Third-Party Services (as defined below), Employer-Provided Services, and Member Services are or may be subject to additional terms (“ Additional Terms ”). | — | Removed |
| 4837 | A. | — | Removed |
| 4838 | Employer-Provided Services and Employer Data Employer-Provided Services are the Services that are only made available to you as a result of your relationship with Employer, and Employer must sign up for or opt-into Employer-Provided Services in order for you to access them using your Member Account. | — | Removed |
| 4839 | Employer-Provided Services include (a) the ability to access and provide information and tasks associated with Employer’s business (e.g. entering your time off, drafting a performance review) and (b) accessing or enrolling in certain Services that Employer makes available to you as a member of Employer’s business organization (e.g. health benefits). | — | Removed |
| 4840 | If you have questions about using any Employer-Provided Services you should direct them to Employer. | — | Removed |
| 4841 | Employer may revoke or modify your access to Employer-Provided Services at any time, subject to any applicable Additional Terms. | — | Removed |
| 4842 | Personal information and documentation that you upload to your Member Account for use in Employer-Provided Services is referred to as Employer Data . | — | Removed |
| 4843 | Gusto processes and retains Employer Data at the direction of Employer and in accordance with applicable law and legal obligations. | — | Removed |
| 4844 | You understand and acknowledge that Employer Data will be visible to other Members, Employer, and Employer’s authorized Employer Account representative(s) (“ Administrator(s) ”) depending on Employer’s choices. | — | Removed |
| 4845 | Employer may also elect to enable Third-Party Services (as defined below) which will result in Employer Data being shared with a third-party and subject to that third-party’s privacy policy. | — | Removed |
| 4846 | You understand and agree that Employer’s choices may result in the access, use, deletion, disclosure or modification of certain Employer Data. | — | Removed |
| 4847 | You understand and agree that Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices Employer may elect or apply that may impact Gusto’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Employer-Provided Services via the Platform; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this Agreement is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, the Platform, or Services, or Employer’s failure to fulfill any of these responsibilities. | — | Removed |
| 4848 | Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to Employer-Provided Services, other than questions about your access to the Platform or your Member Account. | — | Removed |
| 4849 | However, Gusto reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Gusto, Member(s), third parties, or the Services. | — | Removed |
| 4850 | Gusto may monitor use of the Platform and Services for compliance with this Agreement, but is not obligated to do so. | — | Removed |
| 4851 | You agree to cooperate with Gusto in the event of any such direct intervention. | — | Removed |
| 4852 | B. | — | Removed |
| 4853 | Member Services and Member Data Separate from and in addition to Employer-Provided Services, and subject to any applicable Additional Terms and eligibility criteria, your Member Account may enable you to access certain Third-Party Services (as defined in Section 3 below) and/or Services available to you directly (each, a “ Member Service ” and collectively “ Member Services ”). | — | Removed |
| 4854 | Contractors may not be eligible for some or all Member Services. | — | Removed |
| 4855 | We are providing eligible Members with access to Member Services subject to such Members’ compliance with this Agreement, regardless of such Members’ relationship with Employer. | — | Removed |
| 4856 | In other words, eligible Members’ use of and access to Member Services will continue after dismissal from Employer’s business and cannot be revoked or modified by Employer. | — | Removed |
| 4857 | Notwithstanding the foregoing, we reserve the right to suspend or revoke your access to any or all of any or all of the Member Services if we have reason to believe that Employer or you have violated this Agreement, any agreement with us including agreements regarding Member Services, or applicable law. | — | Removed |
| 4858 | Member Services include, among other things, an ability to access certain limited functions within your Member Account after termination of your relationship with an Employer. | — | Removed |
| 4859 | Personal information and documents that you input to the Platform for the use of Member Services is referred to herein as “ Member Data .” Member Data will be processed and retained by Gusto in accordance with our legal obligations and our Privacy Policy as it may be updated from time to time. | — | Removed |
| 4860 | The Privacy Policy is incorporated into this Agreement with full force and effect. | — | Removed |
| 4861 | You are solely responsible for following instructions that we provide you with respect to the Platform and Member Services, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Member Services. | — | Removed |
| 4862 | Gusto’s performance of Member Services will rely on information you provide to Gusto. | — | Removed |
| 4863 | Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information. | — | Removed |
| 4864 | You accept sole responsibility for any liability arising from your failure to correct or update such information. 3. | — | Removed |
| 4865 | Third-Party Services You may be able to elect to receive services from our third party partners (each a “ Third-Party Service ”), whether directly via a Member Service or via an Employer-Provided Service. | — | Removed |
| 4866 | 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. | — | Removed |
| 4867 | You are solely responsible for, and assume all risk from, your choice to receive, use or access any Third-Party Service. | — | Removed |
| 4868 | If you choose to and authorize Gusto to share Member Data with a Third-Party Service (“ Shared Member Data ”) then you (a) represent you have all legal rights to do so, (b) assume all risks related to such Shared Member Data, (c) acknowledge you are solely responsible for the accuracy of such Shared Member Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Member Data with the applicable Third-Party Service. | — | Removed |
| 4869 | You waive and release any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Member Data. | — | Removed |
| 4870 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 4871 | We provide these links only as a convenience and Gusto does not operate or control such websites or resources and is not responsible for the content, products, or services, or links available or displayed on those websites or resources. | — | Removed |
| 4872 | You are solely responsible for, and assume all risk arising from, your use of any Third-Party Service, third-party websites or resources. 4. | — | Removed |
| 4873 | Direct Deposit The terms in this Section only apply to Employees that elect to receive wages via direct deposit through the Platform. | — | Removed |
| 4874 | You may elect to instruct Employer, via the Platform, to deposit your paycheck into a bank account in your name. | — | Removed |
| 4875 | You may also designate amounts of your choosing from your paycheck to be deposited into multiple bank accounts in your name. | — | Removed |
| 4876 | If you have designated a specific amount of your paycheck to be transferred to a bank account, you can change or cancel this election at any time via the Platform. | — | Removed |
| 4877 | Any changes will be applied to the first paycheck that is deposited at least four (4) business days after you submit the change. | — | Removed |
| 4878 | If you are using the Platform to receive wages via direct deposit, you must use the designated sections of the Platform to submit or change instructions regarding the direct depositing of your paycheck. | — | Removed |
| 4879 | If you attempt to submit or change instructions by any means other than through the designated sections of the Platform, Gusto will have absolute discretion to determine whether to follow such instruction, and will have no liability to you for either following, or not following, such instructions. 5. | — | Removed |
| 4880 | Contractor Payments If you are a Contractor receiving payments from Employer via the Platform, the following terms in this Section 5 apply to you (“ Contractor Payment Terms ”). | — | Removed |
| 4881 | You represent and warrant that you meet the following eligibility criteria: Your bank account is located in the United States; and You have completed Form W-9. | — | Removed |
| 4882 | You further agree to comply with all applicable laws and regulations. | — | Removed |
| 4883 | You understand and agree that Employer is solely responsible for your work authorization and/or employment classification and you release Gusto from any liability arising therefrom. 6. | — | Removed |
| 4884 | Beta Features We may provide you with access to beta, pilot, trial, pre-release features or products (collectively “ Beta Features ”) via the Platform, either directly or through Employer. | — | Removed |
| 4885 | Beta Features are provided as-is. | — | Removed |
| 4886 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 4887 | By accessing or using a Beta Feature you agree 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. 7. | — | Removed |
| 4888 | Privacy Policy Gusto may collect, use, and disclose your information pursuant to our Privacy Policy , which is incorporated into this Agreement by reference and may be updated from time to time. 8. | — | Removed |
| 4889 | Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services, and all content included therein (excluding Member Data, 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). | — | Removed |
| 4890 | All rights not expressly granted to Member in this Agreement are reserved by us or our licensors. | — | Removed |
| 4891 | This Agreement does not grant Member 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 Gusto Content not specifically set forth herein. | — | Removed |
| 4892 | You acknowledge that the Platform, Services, and Gusto Content is protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 4893 | You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, and Gusto Content. | — | Removed |
| 4894 | If you send us any feedback or suggestions (“ Feedback ”), that Feedback is given entirely voluntarily and you grant 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. | — | Removed |
| 4895 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about your experience with the Platform or Services. | — | Removed |
| 4896 | Gusto grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Gusto Content, Platform, and Services solely as necessary to use the Services and in accordance with this Agreement and all applicable Additional Terms. 9. | — | Removed |
| 4897 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages to Members: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about user account activity, (4) service alerts and (5) soliciting feedback about your customer service experience. | — | Removed |
| 4898 | Message frequency may vary. | — | Removed |
| 4899 | Standard message and data rates may apply. | — | Removed |
| 4900 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 4901 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 4902 | For more information, please see our Privacy Policy . | — | Removed |
| 4903 | You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s number. | — | Removed |
| 4904 | You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. | — | Removed |
| 4905 | You agree to promptly alert us whenever you stop using a telephone number. | — | Removed |
| 4906 | Gusto and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. | — | Removed |
| 4907 | We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. 10. | — | Removed |
| 4908 | No Professional or Legal Advice; No Guaranteed Outcomes Your use of the Platform and Services is entirely at your own risk. | — | Removed |
| 4909 | Except as and unless otherwise stated in applicable Additional Terms, you acknowledge 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. | — | Removed |
| 4910 | You are solely responsible for ensuring your compliance with applicable laws and regulations, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our Employer Care team regarding your 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. | — | Removed |
| 4911 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 11. | — | Removed |
| 4912 | Termination Termination by Gusto : We may immediately terminate this Agreement and the Member Account without notice or liability to you. | — | Removed |
| 4913 | We are not responsible or liable for any losses, damages, penalties, or expenses related to our termination of this Agreement Termination by Member : If you wish to terminate this Agreement or the Member Account please contact Employer Support. | — | Removed |
| 4914 | Effect of Termination : Upon termination of this Agreement, your access to the Member Account and certain Services will immediately cease. | — | Removed |
| 4915 | Termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such termination. | — | Removed |
| 4916 | Any sections or subsections of these Members Terms or any applicable Additional Terms which by their nature should survive, will survive termination of these Members Terms including but not limited to Sections 11, 12, 13, 14, and 16. 12. | — | Removed |
| 4917 | 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. | — | Removed |
| 4918 | 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. | — | Removed |
| 4919 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 4920 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA, MEMBER DATA, OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH EMPLOYER DATA, MEMBER DATA, AND INFORMATION. | — | Removed |
| 4921 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET MEMBER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 4922 | Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 4923 | 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. | — | Removed |
| 4924 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 4925 | Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect your use of or access to the Platform and Services. | — | Removed |
| 4926 | Any error that results from Gusto’s reliance on information provided by or on behalf of Employer or Member is a “ Resulting Error ”. | — | Removed |
| 4927 | Gusto makes no warranties or guarantees that it will be able to partially or fully correct Resulting Errors. | — | Removed |
| 4928 | No oral or written information or advice given by Gusto, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 13. | — | Removed |
| 4929 | Indemnity To the extent permitted by applicable law, Member 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 (i) your access to or use of the Platform, Services, or Gusto Content; (ii) Member Data; (iii) Member’s violation or alleged violation of this Agreements or any instructions provided by Gusto with respect to use of the Platform or Services; (iv) Member's violation or alleged violation of any third party right; (v) Member's violation or alleged violation of any applicable law, rule, or regulation; (vi) Member's gross negligence, fraudulent activity, or willful misconduct; (vii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Member; (viii) actions or activities that Gusto or any other Indemnified Party undertakes at the request or instruction of Member or anyone that Gusto or any other Indemnified Party reasonably believes to be acting with authority on behalf of Member (each such action or activity, a “ Requested Action ”); or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 14. | — | Removed |
| 4930 | Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Member agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (i) Member Data or Gusto’s or a third party’s reliance on certain Member Data; (ii) Resulting Errors; (iii) Member’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (iv) Member’s violation of applicable law, rule, regulation or other applicable legal obligation; (v) unauthorized third-party actions taken in Member's Account or sharing of your Member Account credentials; (vi) Member's negligence; (vii) Employer’s negligence; (viii) any Claims that could have reasonably been avoided or mitigated by Member through reasonable efforts; (ix) a Third-Party Service’s use of Employer Data or Member Data any Requested Actions; (xi) Member's failure, or the failure of Employer, to properly follow Gusto’s instructions with respect to the Services; or (xii) Member’s use or inability to use the Platform or the Services. | — | Removed |
| 4931 | 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. | — | Removed |
| 4932 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 4933 | TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR GUSTO CONTENT EXCEED $500 US DOLLARS. 15. | — | Removed |
| 4934 | Changes to the Agreement, Platform, or Services We may modify this Agreement at any time, in our sole discretion, effective upon posting of an updated version of this Agreement. | — | Removed |
| 4935 | Such amendments or changes will be effective upon the effective date and posting of the updated version of this Agreement. | — | Removed |
| 4936 | You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. | — | Removed |
| 4937 | You should review each modified version of this Agreement as your continued use of the Platform or Services after such changes are posted constitutes your agreement to be bound by the modified Agreement. | — | Removed |
| 4938 | If you do not agree to be bound by the modified Agreement, then you may terminate your Member Account as provided in this Agreement. | — | Removed |
| 4939 | Because the Platform and Services evolve over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice at our sole discretion. 16. | — | Removed |
| 4940 | Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 4941 | 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. | — | Removed |
| 4942 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW. | — | Removed |
| 4943 | Informal Dispute Resolution . | — | Removed |
| 4944 | As used in this Section 16, “ Dispute ” includes any past, present, or future dispute, claim, 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 16 or the Agreement. | — | Removed |
| 4945 | 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 you with a neutral and cost effective means of resolving the dispute quickly. | — | Removed |
| 4946 | You agree that 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. | — | Removed |
| 4947 | Similarly, Gusto will undertake reasonable efforts to contact you to resolve any Dispute we may have informally before taking any formal action. | — | Removed |
| 4948 | If a Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate an arbitration proceeding for Disputes as described below. | — | Removed |
| 4949 | Election to Arbitrate . | — | Removed |
| 4950 | 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 16 (the “ Arbitration Provision ”), unless you opt out as provided in Section 16.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 4951 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 4952 | 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, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “ IP Protection Action ”). | — | Removed |
| 4953 | Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. | — | Removed |
| 4954 | Opt-Out of Arbitration Provision . | — | Removed |
| 4955 | You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to [email protected] , within thirty (30) days of the date of your electronic acceptance of these Members Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Members, within thirty (30) days of Gusto’s notice of modifications to these Members Terms. | — | Removed |
| 4956 | Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by the effective date of the Terms; and provide your name and address. | — | Removed |
| 4957 | 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 16.B above. | — | Removed |
| 4958 | 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). | — | Removed |
| 4959 | Judicial Forum for Disputes . | — | Removed |
| 4960 | 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 16 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. | — | Removed |
| 4961 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 4962 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 4963 | 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. | — | Removed |
| 4964 | 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 16.B ABOVE. | — | Removed |
| 4965 | NO CLASS ACTIONS . | — | Removed |
| 4966 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 4967 | 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 ”). | — | Removed |
| 4968 | 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. | — | Removed |
| 4969 | 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. | — | Removed |
| 4970 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 4971 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 4972 | Arbitration Procedures . | — | Removed |
| 4973 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 4974 | 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 ”). | — | Removed |
| 4975 | 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. | — | Removed |
| 4976 | 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. | — | Removed |
| 4977 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 4978 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 4979 | 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 ”). | — | Removed |
| 4980 | 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. | — | Removed |
| 4981 | Notwithstanding any language to the contrary in this Section 16.G, if a party seeks injunctive relief that would significantly impact other Members 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. | — | Removed |
| 4982 | 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. | — | Removed |
| 4983 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 4984 | 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 16.G shall make that determination. | — | Removed |
| 4985 | 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. | — | Removed |
| 4986 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 4987 | 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. | — | Removed |
| 4988 | Arbitration Location . | — | Removed |
| 4989 | 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. | — | Removed |
| 4990 | 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. | — | Removed |
| 4991 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 4992 | 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. | — | Removed |
| 4993 | Arbitration Fees . | — | Removed |
| 4994 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 4995 | 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. | — | Removed |
| 4996 | Arbitrator’s Decision . | — | Removed |
| 4997 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 4998 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 4999 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 5000 | Survival and Severability of Arbitration Provision . | — | Removed |
| 5001 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 5002 | With the exception of Section 16.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. | — | Removed |
| 5003 | In the event that a court finds that all or any portion of Section 16.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 16.D. 17. | — | Removed |
| 5004 | Governing Law This Agreement is governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of the State of California without regard to the conflicts of laws provisions thereof. 18. | — | Removed |
| 5005 | 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 or Member. 19. | — | Removed |
| 5006 | General Entire Agreement . | — | Removed |
| 5007 | This Agreement constitutes the entire agreement between Gusto and Member regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. | — | Removed |
| 5008 | 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, except as provided in Section 16.K. Assignment . | — | Removed |
| 5009 | Member may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 5010 | Any attempt by Member to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 5011 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 5012 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 5013 | Notices . | — | Removed |
| 5014 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 5015 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 5016 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 5017 | Waiver and Remedies . | — | Removed |
| 5018 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 5019 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 5020 | 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. 20. | — | Removed |
| 5021 | Contact Information If Member has any questions about this Agreement or the Member Services, Member may contact Gusto at [email protected] . | — | Removed |
| 5022 | Gusto will not be able to accept Member questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 5023 | If Member is a California resident, Member may report complaints regarding the Member 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 February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These updated terms will take effect on March 22, 2024. | — | Removed |
| 5024 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 5025 | To review the outgoing terms, please click here . | — | Removed |
| 5026 | Last updated February 21, 2024 These Members Terms of Service (“ Members Terms ” or “ Terms ”) form part of the binding contract between you as an independent contractor, employee, or other member of a business organization with an existing Gusto account (“ you ”, “ your ”, or “ Member ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Gusto ”, “ us ”, “ we ” or “ our ”). | — | Removed |
| 5027 | For purposes of these Members Terms, we refer to independent contractors as “ Contractor ” and employees “ Employees ”. | — | Removed |
| 5028 | Collectively, Contractors and Employees are referred to as “ Members ”. | — | Removed |
| 5029 | The company with an existing Gusto account that invited you to join Gusto is referred to as “ Employer .” These Members Terms contain the terms and conditions that govern your 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. | — | Removed |
| 5030 | By clicking the applicable button to indicate acceptance of these Members Terms, or by accessing or using the Platform, including any Services, you agree to be bound by and comply with these Terms, and any Additional Terms (defined below) specific to Services that Member accesses or uses, and our Acceptable Use Policy , which is hereby incorporated into this Agreement (collectively, this “ Agreement ”). | — | Removed |
| 5031 | If you are accepting this Agreement on behalf of Contractor (e.g. in your capacity as an employee or agent of Contractor) then you represent that you have the authority to bind Contractor to this Agreement and that Contractor accepts this Agreement. | — | Removed |
| 5032 | ARBITRATION NOTICE : SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 5033 | IN SUCH CASES, YOU UNDERSTAND THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF YOUR CLAIMS. 1. | — | Removed |
| 5034 | Member Account Employer has agreed to the Gusto Employer Terms of Service and created an Employer Account in order to (a) enable you to access the Platform and Services and (b) authorize you to create an account with Gusto (“ Member Account ”). | — | Removed |
| 5035 | The Member Account is affiliated with the Employer that invited you, and we are providing you with access to the Member Account at the direction of Employer. | — | Removed |
| 5036 | To be eligible to create a Member Account, you must have (a) home and work addresses in the United States, (b) a bank account in the United States if receiving payment through direct deposit, (c) a social security number. | — | Removed |
| 5037 | If you are using the Member Account to enable Employer to process payments to you via the Platform, you represent and warrant that you are eligible to create a Member Account and have provided all requisite consents or authorizations to Employer to enable Employer to do so. | — | Removed |
| 5038 | You must enter a unique username and password in order to access the Member Account, and must keep the username and password confidential. | — | Removed |
| 5039 | You accept all risks of unauthorized use of the Member Account if security and confidentiality of the Member Account credentials are not maintained. | — | Removed |
| 5040 | If you believe that the Member Account credentials have been accessed or compromised by an unauthorized third party, you should contact us immediately. | — | Removed |
| 5041 | Gusto reserves the right to prevent access to the Member Account if we have reason to believe that the Member Account or credentials have been compromised. 2. | — | Removed |
| 5042 | Services Available to Members Your Member Account may enable you to access and receive Employer-Provided Services and/or Member Services, each as defined and further described below. | — | Removed |
| 5043 | Contractors may not be eligible for some or all Employer-Provided Services or Member Services. | — | Removed |
| 5044 | Certain Third-Party Services (as defined below), Employer-Provided Services, and Member Services are or may be subject to additional terms (“ Additional Terms ”). | — | Removed |
| 5045 | A. | — | Removed |
| 5046 | Employer-Provided Services and Employer Data Employer-Provided Services are the Services that are only made available to you as a result of your relationship with Employer, and Employer must sign up for or opt-into Employer-Provided Services in order for you to access them using your Member Account. | — | Removed |
| 5047 | Employer-Provided Services include (a) the ability to access and provide information and tasks associated with Employer’s business (e.g. entering your time off, drafting a performance review) and (b) accessing or enrolling in certain Services that Employer makes available to you as a member of Employer’s business organization (e.g. health benefits). | — | Removed |
| 5048 | If you have questions about using any Employer-Provided Services you should direct them to Employer. | — | Removed |
| 5049 | Employer may revoke or modify your access to Employer-Provided Services at any time, subject to any applicable Additional Terms. | — | Removed |
| 5050 | Personal information and documentation that you upload to your Member Account for use in Employer-Provided Services is referred to as Employer Data . | — | Removed |
| 5051 | Gusto processes and retains Employer Data at the direction of Employer and in accordance with applicable law and legal obligations. | — | Removed |
| 5052 | You understand and acknowledge that Employer Data will be visible to other Members, Employer, and Employer’s authorized Employer Account representative(s) (“ Administrator(s) ”) depending on Employer’s choices. | — | Removed |
| 5053 | Employer may also elect to enable Third-Party Services (as defined below) which will result in Employer Data being shared with a third-party and subject to that third-party’s privacy policy. | — | Removed |
| 5054 | You understand and agree that Employer’s choices may result in the access, use, deletion, disclosure or modification of certain Employer Data. | — | Removed |
| 5055 | You understand and agree that Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices Employer may elect or apply that may impact Gusto’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Employer-Provided Services via the Platform; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this Agreement is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, the Platform, or Services, or Employer’s failure to fulfill any of these responsibilities. | — | Removed |
| 5056 | Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to Employer-Provided Services, other than questions about your access to the Platform or your Member Account. | — | Removed |
| 5057 | However, Gusto reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Gusto, Member(s), third parties, or the Services. | — | Removed |
| 5058 | Gusto may monitor use of the Platform and Services for compliance with this Agreement, but is not obligated to do so. | — | Removed |
| 5059 | You agree to cooperate with Gusto in the event of any such direct intervention. | — | Removed |
| 5060 | B. | — | Removed |
| 5061 | Member Services and Member Data Separate from and in addition to Employer-Provided Services, and subject to any applicable Additional Terms and eligibility criteria, your Member Account may enable you to access certain Third-Party Services (as defined in Section 3 below) and/or Services available to you directly (each, a “ Member Service ” and collectively “ Member Services ”). | — | Removed |
| 5062 | Contractors may not be eligible for some or all Member Services. | — | Removed |
| 5063 | We are providing eligible Members with access to Member Services subject to such Members’ compliance with this Agreement, regardless of such Members’ relationship with Employer. | — | Removed |
| 5064 | In other words, eligible Members’ use of and access to Member Services will continue after dismissal from Employer’s business and cannot be revoked or modified by Employer. | — | Removed |
| 5065 | Notwithstanding the foregoing, we reserve the right to suspend or revoke your access to any or all of any or all of the Member Services if we have reason to believe that Employer or you have violated this Agreement, any agreement with us including agreements regarding Member Services, or applicable law. | — | Removed |
| 5066 | Member Services include, among other things, an ability to access certain limited functions within your Member Account after termination of your relationship with an Employer. | — | Removed |
| 5067 | Personal information and documents that you input to the Platform for the use of Member Services is referred to herein as “ Member Data .” Member Data will be processed and retained by Gusto in accordance with our legal obligations and our Privacy Policy as it may be updated from time to time. | — | Removed |
| 5068 | The Privacy Policy is incorporated into this Agreement with full force and effect. | — | Removed |
| 5069 | You are solely responsible for following instructions that we provide you with respect to the Platform and Member Services, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Member Services. | — | Removed |
| 5070 | Gusto’s performance of Member Services will rely on information you provide to Gusto. | — | Removed |
| 5071 | Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information. | — | Removed |
| 5072 | You accept sole responsibility for any liability arising from your failure to correct or update such information. 3. | — | Removed |
| 5073 | Third-Party Services You may be able to elect to receive services from our third party partners (each a “ Third-Party Service ”), whether directly via a Member Service or via an Employer-Provided Service. | — | Removed |
| 5074 | 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. | — | Removed |
| 5075 | You are solely responsible for, and assume all risk from, your choice to receive, use or access any Third-Party Service. | — | Removed |
| 5076 | If you choose to and authorize Gusto to share Member Data with a Third-Party Service (“ Shared Member Data ”) then you (a) represent you have all legal rights to do so, (b) assume all risks related to such Shared Member Data, (c) acknowledge you are solely responsible for the accuracy of such Shared Member Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Member Data with the applicable Third-Party Service. | — | Removed |
| 5077 | You waive and release any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Member Data. | — | Removed |
| 5078 | The Platform and Services may also contain links to third-party websites or resources. | — | Removed |
| 5079 | We provide these links only as a convenience and Gusto does not operate or control such websites or resources and is not responsible for the content, products, or services, or links available or displayed on those websites or resources. | — | Removed |
| 5080 | You are solely responsible for, and assume all risk arising from, your use of any Third-Party Service, third-party websites or resources. 4. | — | Removed |
| 5081 | Direct Deposit The terms in this Section only apply to Employees that elect to receive wages via direct deposit through the Platform. | — | Removed |
| 5082 | You may elect to instruct Employer, via the Platform, to deposit your paycheck into a bank account in your name. | — | Removed |
| 5083 | You may also designate amounts of your choosing from your paycheck to be deposited into multiple bank accounts in your name. | — | Removed |
| 5084 | If you have designated a specific amount of your paycheck to be transferred to a bank account, you can change or cancel this election at any time via the Platform. | — | Removed |
| 5085 | Any changes will be applied to the first paycheck that is deposited at least four (4) business days after you submit the change. | — | Removed |
| 5086 | If you are using the Platform to receive wages via direct deposit, you must use the designated sections of the Platform to submit or change instructions regarding the direct depositing of your paycheck. | — | Removed |
| 5087 | If you attempt to submit or change instructions by any means other than through the designated sections of the Platform, Gusto will have absolute discretion to determine whether to follow such instruction, and will have no liability to you for either following, or not following, such instructions. 5. | — | Removed |
| 5088 | Contractor Payments If you are a Contractor receiving payments from Employer via the Platform, the following terms in this Section 5 apply to you (“ Contractor Payment Terms ”). | — | Removed |
| 5089 | You represent and warrant that you meet the following eligibility criteria: Your bank account is located in the United States; and You have completed Form W-9. | — | Removed |
| 5090 | You further agree to comply with all applicable laws and regulations. | — | Removed |
| 5091 | You understand and agree that Employer is solely responsible for your work authorization and/or employment classification and you release Gusto from any liability arising therefrom. 6. | — | Removed |
| 5092 | Beta Features We may provide you with access to beta, pilot, trial, pre-release features or products (collectively “ Beta Features ”) via the Platform, either directly or through Employer. | — | Removed |
| 5093 | Beta Features are provided as-is. | — | Removed |
| 5094 | We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice. | — | Removed |
| 5095 | By accessing or using a Beta Feature you agree 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. 7. | — | Removed |
| 5096 | Privacy Policy Gusto may collect, use, and disclose your information pursuant to our Privacy Policy , which is incorporated into this Agreement by reference and may be updated from time to time. 8. | — | Removed |
| 5097 | Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services, and all content included therein (excluding Member Data, 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). | — | Removed |
| 5098 | All rights not expressly granted to Member in this Agreement are reserved by us or our licensors. | — | Removed |
| 5099 | This Agreement does not grant Member 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 Gusto Content not specifically set forth herein. | — | Removed |
| 5100 | You acknowledge that the Platform, Services, and Gusto Content is protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 5101 | You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, and Gusto Content. | — | Removed |
| 5102 | If you send us any feedback or suggestions (“ Feedback ”), that Feedback is given entirely voluntarily and you grant 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. | — | Removed |
| 5103 | Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about your experience with the Platform or Services. | — | Removed |
| 5104 | Gusto grants Member a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Gusto Content, Platform, and Services solely as necessary to use the Services and in accordance with this Agreement and all applicable Additional Terms. 9. | — | Removed |
| 5105 | Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS messages to Members: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about user account activity, (4) service alerts and (5) soliciting feedback about your customer service experience. | — | Removed |
| 5106 | Message frequency may vary. | — | Removed |
| 5107 | Standard message and data rates may apply. | — | Removed |
| 5108 | Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages. | — | Removed |
| 5109 | If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel. | — | Removed |
| 5110 | For more information, please see our Privacy Policy . | — | Removed |
| 5111 | You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s number. | — | Removed |
| 5112 | You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. | — | Removed |
| 5113 | You agree to promptly alert us whenever you stop using a telephone number. | — | Removed |
| 5114 | Gusto and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. | — | Removed |
| 5115 | We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. 10. | — | Removed |
| 5116 | No Professional or Legal Advice; No Guaranteed Outcomes Your use of the Platform and Services is entirely at your own risk. | — | Removed |
| 5117 | Except as and unless otherwise stated in applicable Additional Terms, you acknowledge 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. | — | Removed |
| 5118 | You are solely responsible for ensuring your compliance with applicable laws and regulations, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our Employer Care team regarding your 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. | — | Removed |
| 5119 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 11. | — | Removed |
| 5120 | Termination Termination by Gusto : We may immediately terminate this Agreement and the Member Account without notice or liability to you. | — | Removed |
| 5121 | We are not responsible or liable for any losses, damages, penalties, or expenses related to our termination of this Agreement Termination by Member : If you wish to terminate this Agreement or the Member Account please contact Employer Support. | — | Removed |
| 5122 | Effect of Termination : Upon termination of this Agreement, your access to the Member Account and certain Services will immediately cease. | — | Removed |
| 5123 | Termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such termination. | — | Removed |
| 5124 | Any sections or subsections of these Members Terms or any applicable Additional Terms which by their nature should survive, will survive termination of these Members Terms including but not limited to Sections 11, 12, 13, 14, and 16. 12. | — | Removed |
| 5125 | 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. | — | Removed |
| 5126 | 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. | — | Removed |
| 5127 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 5128 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA, MEMBER DATA, OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH EMPLOYER DATA, MEMBER DATA, AND INFORMATION. | — | Removed |
| 5129 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET MEMBER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 5130 | Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 5131 | 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. | — | Removed |
| 5132 | The Platform and Services rely on third-party technology and services (e.g. web hosting services). | — | Removed |
| 5133 | Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect your use of or access to the Platform and Services. | — | Removed |
| 5134 | Any error that results from Gusto’s reliance on information provided by or on behalf of Employer or Member is a “ Resulting Error ”. | — | Removed |
| 5135 | Gusto makes no warranties or guarantees that it will be able to partially or fully correct Resulting Errors. | — | Removed |
| 5136 | No oral or written information or advice given by Gusto, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 13. | — | Removed |
| 5137 | Indemnity To the extent permitted by applicable law, Member 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 (i) your access to or use of the Platform, Services, or Gusto Content; (ii) Member Data; (iii) Member’s violation or alleged violation of this Agreements or any instructions provided by Gusto with respect to use of the Platform or Services; (iv) Member's violation or alleged violation of any third party right; (v) Member's violation or alleged violation of any applicable law, rule, or regulation; (vi) Member's gross negligence, fraudulent activity, or willful misconduct; (vii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Member; (viii) actions or activities that Gusto or any other Indemnified Party undertakes at the request or instruction of Member or anyone that Gusto or any other Indemnified Party reasonably believes to be acting with authority on behalf of Member (each such action or activity, a “ Requested Action ”); or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 14. | — | Removed |
| 5138 | Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Member agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (i) Member Data or Gusto’s or a third party’s reliance on certain Member Data; (ii) Resulting Errors; (iii) Member’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (iv) Member’s violation of applicable law, rule, regulation or other applicable legal obligation; (v) unauthorized third-party actions taken in Member's Account or sharing of your Member Account credentials; (vi) Member's negligence; (vii) Employer’s negligence; (viii) any Claims that could have reasonably been avoided or mitigated by Member through reasonable efforts; (ix) a Third-Party Service’s use of Employer Data or Member Data any Requested Actions; (xi) Member's failure, or the failure of Employer, to properly follow Gusto’s instructions with respect to the Services; or (xii) Member’s use or inability to use the Platform or the Services. | — | Removed |
| 5139 | 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. | — | Removed |
| 5140 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 5141 | TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR GUSTO CONTENT EXCEED $500 US DOLLARS. 15. | — | Removed |
| 5142 | Changes to the Agreement, Platform, or Services We may modify this Agreement at any time, in our sole discretion, effective upon posting of an updated version of this Agreement. | — | Removed |
| 5143 | Such amendments or changes will be effective upon the effective date and posting of the updated version of this Agreement. | — | Removed |
| 5144 | You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. | — | Removed |
| 5145 | You should review each modified version of this Agreement as your continued use of the Platform or Services after such changes are posted constitutes your agreement to be bound by the modified Agreement. | — | Removed |
| 5146 | If you do not agree to be bound by the modified Agreement, then you may terminate your Member Account as provided in this Agreement. | — | Removed |
| 5147 | Because the Platform and Services evolve over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice at our sole discretion. 16. | — | Removed |
| 5148 | Dispute Resolution By Binding Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 5149 | 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. | — | Removed |
| 5150 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW. | — | Removed |
| 5151 | Informal Dispute Resolution . | — | Removed |
| 5152 | As used in this Section 16, “ Dispute ” includes any past, present, or future dispute, claim, 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 16 or the Agreement. | — | Removed |
| 5153 | 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 you with a neutral and cost effective means of resolving the dispute quickly. | — | Removed |
| 5154 | You agree that 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. | — | Removed |
| 5155 | Similarly, Gusto will undertake reasonable efforts to contact you to resolve any Dispute we may have informally before taking any formal action. | — | Removed |
| 5156 | If a Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate an arbitration proceeding for Disputes as described below. | — | Removed |
| 5157 | Election to Arbitrate . | — | Removed |
| 5158 | 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 16 (the “ Arbitration Provision ”), unless you opt out as provided in Section 16.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 5159 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 5160 | 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, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “ IP Protection Action ”). | — | Removed |
| 5161 | Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. | — | Removed |
| 5162 | Opt-Out of Arbitration Provision . | — | Removed |
| 5163 | You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to [email protected] , within thirty (30) days of the date of your electronic acceptance of these Members Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Members, within thirty (30) days of Gusto’s notice of modifications to these Members Terms. | — | Removed |
| 5164 | Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by the effective date of the Terms; and provide your name and address. | — | Removed |
| 5165 | 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 16.B above. | — | Removed |
| 5166 | 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). | — | Removed |
| 5167 | Judicial Forum for Disputes . | — | Removed |
| 5168 | 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 16 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. | — | Removed |
| 5169 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 5170 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 5171 | 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. | — | Removed |
| 5172 | 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 16.B ABOVE. | — | Removed |
| 5173 | NO CLASS ACTIONS . | — | Removed |
| 5174 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 5175 | 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 ”). | — | Removed |
| 5176 | 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. | — | Removed |
| 5177 | 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. | — | Removed |
| 5178 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 5179 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 5180 | Arbitration Procedures . | — | Removed |
| 5181 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 5182 | 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 ”). | — | Removed |
| 5183 | 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. | — | Removed |
| 5184 | 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. | — | Removed |
| 5185 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 5186 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 5187 | 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 ”). | — | Removed |
| 5188 | 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. | — | Removed |
| 5189 | Notwithstanding any language to the contrary in this Section 16.G, if a party seeks injunctive relief that would significantly impact other Members 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. | — | Removed |
| 5190 | 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. | — | Removed |
| 5191 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 5192 | 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 16.G shall make that determination. | — | Removed |
| 5193 | 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. | — | Removed |
| 5194 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 5195 | 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. | — | Removed |
| 5196 | Arbitration Location . | — | Removed |
| 5197 | 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. | — | Removed |
| 5198 | 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. | — | Removed |
| 5199 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 5200 | 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. | — | Removed |
| 5201 | Arbitration Fees . | — | Removed |
| 5202 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 5203 | 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. | — | Removed |
| 5204 | Arbitrator’s Decision . | — | Removed |
| 5205 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 5206 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 5207 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 5208 | Survival and Severability of Arbitration Provision . | — | Removed |
| 5209 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 5210 | With the exception of Section 16.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. | — | Removed |
| 5211 | In the event that a court finds that all or any portion of Section 16.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 16.D. 17. | — | Removed |
| 5212 | Governing Law This Agreement is governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of the State of California without regard to the conflicts of laws provisions thereof. 18. | — | Removed |
| 5213 | 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 or Member. 19. | — | Removed |
| 5214 | General Entire Agreement . | — | Removed |
| 5215 | This Agreement constitutes the entire agreement between Gusto and Member regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. | — | Removed |
| 5216 | 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, except as provided in Section 16.K. Assignment . | — | Removed |
| 5217 | Member may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 5218 | Any attempt by Member to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 5219 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 5220 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 5221 | Notices . | — | Removed |
| 5222 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 5223 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 5224 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 5225 | Waiver and Remedies . | — | Removed |
| 5226 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 5227 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 5228 | 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. 20. | — | Removed |
| 5229 | Contact Information If Member has any questions about this Agreement or the Member Services, Member may contact Gusto at [email protected] . | — | Removed |
| 5230 | Gusto will not be able to accept Member questions, Feedback, or complaints at Gusto’s physical locations. | — | Removed |
| 5231 | If Member is a California resident, Member may report complaints regarding the Member 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 January 31st 2024 to February 21st 2024 Download Table of Contents Last updated September 26, 2017 This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). | — | Removed |
| 5232 | This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). | — | Removed |
| 5233 | Gusto directly, and through its website ( https://gusto.com ) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). | — | Removed |
| 5234 | This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). | — | Removed |
| 5235 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 5236 | In that event, “User” also refers to that business or individual. | — | Removed |
| 5237 | By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. | — | Removed |
| 5238 | Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 5239 | By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 5240 | Additional Terms for Services Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. | — | Removed |
| 5241 | If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. | — | Removed |
| 5242 | Service Plan Service Terms Core Payroll Service Terms and Human Resources Service Terms Complete Payroll Service Terms and Human Resources Service Terms Concierge Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Select Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Simple Payroll Service Terms Plus Payroll Service Terms Plus with HR Add-Ons Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms Premium Payroll Service Terms , Human Resources Service Terms , and HR Support Center Terms If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User: Add-on Service Service Terms Health Insurance Benefits Service Health Insurance Benefits Service Terms Tax-Advantaged Accounts Service Tax-Advantaged Accounts Service Terms Workers’ Compensation Service Workers’ Compensation Service Terms International Contractor Payments Service International Contractor Payments Service Terms R&D Tax Credit Redemption Service R&D Tax Credit Redemption Service Terms State Tax Registration Service State Tax Registration Service Terms Background Checks Beta Background Checks Beta Terms Gusto R&D Tax Credit Services Gusto R&D Tax Credit Services Terms Human Resources Service Human Resources Service Terms HR Support Center Service HR Support Center Terms Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms). 2. | — | Removed |
| 5243 | Services Fees and Charges User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing , and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 5244 | Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. | — | Removed |
| 5245 | Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. | — | Removed |
| 5246 | Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 5247 | All fees are non-refundable. | — | Removed |
| 5248 | User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. | — | Removed |
| 5249 | Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). | — | Removed |
| 5250 | Gusto reserves the right to change the fees for its Services from time to time. | — | Removed |
| 5251 | User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. | — | Removed |
| 5252 | If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. | — | Removed |
| 5253 | User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. | — | Removed |
| 5254 | If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, 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 as permitted by law. 3. | — | Removed |
| 5255 | Switching Service Plans Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. | — | Removed |
| 5256 | Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing . | — | Removed |
| 5257 | User may request to change User’s Service Plan via the Platform. | — | Removed |
| 5258 | If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. | — | Removed |
| 5259 | The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan. | — | Removed |
| 5260 | If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). | — | Removed |
| 5261 | User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. | — | Removed |
| 5262 | After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. | — | Removed |
| 5263 | The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan. 4. | — | Removed |
| 5264 | User Accounts To use the Platform, User must have an account with Gusto (an “Account”). | — | Removed |
| 5265 | User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User. 5. | — | Removed |
| 5266 | Who May Use the Platform User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law. 6. | — | Removed |
| 5267 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Users. | — | Removed |
| 5268 | User acknowledges and understands that Gusto may collect, use, and disclose User’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 7. | — | Removed |
| 5269 | User’s Compliance with the Agreement Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. 8. | — | Removed |
| 5270 | User Is Responsible for Certain Information and Obligations Relating to the Services User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). | — | Removed |
| 5271 | An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. | — | Removed |
| 5272 | Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf. | — | Removed |
| 5273 | User is solely responsible for all actions taken under any Account that User has access to. | — | Removed |
| 5274 | Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). | — | Removed |
| 5275 | Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf. | — | Removed |
| 5276 | In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User. | — | Removed |
| 5277 | User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. | — | Removed |
| 5278 | If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. | — | Removed |
| 5279 | Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised. | — | Removed |
| 5280 | User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. | — | Removed |
| 5281 | User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. | — | Removed |
| 5282 | Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. | — | Removed |
| 5283 | User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. | — | Removed |
| 5284 | Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto. | — | Removed |
| 5285 | In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto. | — | Removed |
| 5286 | User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier. | — | Removed |
| 5287 | User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services. 9. | — | Removed |
| 5288 | User Verification User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. | — | Removed |
| 5289 | Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. | — | Removed |
| 5290 | Gusto may also ask to see User’s driver’s license or other identifying documents. | — | Removed |
| 5291 | User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. | — | Removed |
| 5292 | Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. 10. | — | Removed |
| 5293 | Third-Party Services, Websites, and Resources Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). | — | Removed |
| 5294 | User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. | — | Removed |
| 5295 | Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. | — | Removed |
| 5296 | The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. | — | Removed |
| 5297 | If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). | — | Removed |
| 5298 | User is responsible for the accuracy of all Shared Information. | — | Removed |
| 5299 | User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. | — | Removed |
| 5300 | User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner. | — | Removed |
| 5301 | The Platform and the Services may contain links to third-party websites or resources. | — | Removed |
| 5302 | Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. | — | Removed |
| 5303 | User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. 11. | — | Removed |
| 5304 | Proprietary Rights User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. | — | Removed |
| 5305 | For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. | — | Removed |
| 5306 | Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. | — | Removed |
| 5307 | However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. | — | Removed |
| 5308 | User is solely responsible for all User Content. | — | Removed |
| 5309 | User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. | — | Removed |
| 5310 | User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14. | — | Removed |
| 5311 | User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. | — | Removed |
| 5312 | Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. | — | Removed |
| 5313 | Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. | — | Removed |
| 5314 | Gusto’s Intellectual Property Rights “Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. | — | Removed |
| 5315 | User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). | — | Removed |
| 5316 | User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. | — | Removed |
| 5317 | User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. | — | Removed |
| 5318 | This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. | — | Removed |
| 5319 | Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely 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. | — | Removed |
| 5320 | Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience. | — | Removed |
| 5321 | Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf. 12. | — | Removed |
| 5322 | Consent to Receive SMS/MMS Messages About User’s Account Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. | — | Removed |
| 5323 | Message frequency may vary. | — | Removed |
| 5324 | Standard message and data rates may apply. | — | Removed |
| 5325 | Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. | — | Removed |
| 5326 | If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel. 13. | — | Removed |
| 5327 | General Prohibitions User agrees not to take any of the following actions: Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; Use the Services other than as authorized in this Agreement; Resell, sublicense, timeshare, or otherwise share the Services with any third party; Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent User’s affiliation with any person or entity; Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or Encourage, assist, or enable any other individual to do any of the foregoing. 14. | — | Removed |
| 5328 | Gusto’s Rights to Monitor User Content and Conduct Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. | — | Removed |
| 5329 | Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. | — | Removed |
| 5330 | Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. | — | Removed |
| 5331 | Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law. 15. | — | Removed |
| 5332 | E-Signatures Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. | — | Removed |
| 5333 | Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. | — | Removed |
| 5334 | While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. | — | Removed |
| 5335 | If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. | — | Removed |
| 5336 | Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter. | — | Removed |
| 5337 | Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents. | — | Removed |
| 5338 | Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. | — | Removed |
| 5339 | UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. | — | Removed |
| 5340 | IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE. 16. | — | Removed |
| 5341 | Gusto Makes No Representations Regarding Platform Availability Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. | — | Removed |
| 5342 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User. 17. | — | Removed |
| 5343 | The Platform Can Cause Irrevocable Damage to User Content The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. | — | Removed |
| 5344 | USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. 18. | — | Removed |
| 5345 | Warranty Disclaimers User’s use of the Platform, Services, and Content is entirely at User’s own risk. | — | Removed |
| 5346 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 5347 | Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 5348 | User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. | — | Removed |
| 5349 | Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. | — | Removed |
| 5350 | In addition, certain Partners have licensed professionals who may provide professional advice. | — | Removed |
| 5351 | 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. | — | Removed |
| 5352 | 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. | — | Removed |
| 5353 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. | — | Removed |
| 5354 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 5355 | GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 5356 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 5357 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 5358 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services. | — | Removed |
| 5359 | Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. 19. | — | Removed |
| 5360 | Indemnity User 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) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. 20. | — | Removed |
| 5361 | Limitation of Liability Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services. | — | Removed |
| 5362 | 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, OR CONTENT, 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. | — | Removed |
| 5363 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. | — | Removed |
| 5364 | 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 USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 5365 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER. 21. | — | Removed |
| 5366 | Duty to Mitigate If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim. 22. | — | Removed |
| 5367 | Term; Termination; Suspension The Services and this Agreement will continue until they are terminated by either party. | — | Removed |
| 5368 | User may terminate the Services and this Agreement through User’s Account. | — | Removed |
| 5369 | Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. | — | Removed |
| 5370 | In addition to Gusto’s foregoing termination right, Gusto may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. | — | Removed |
| 5371 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User. | — | Removed |
| 5372 | The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 5373 | 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. | — | Removed |
| 5374 | Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded. | — | Removed |
| 5375 | Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). | — | Removed |
| 5376 | While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. | — | Removed |
| 5377 | Gusto may deny the Limited Access Rights to User, or Gusto may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement. 23. | — | Removed |
| 5378 | Changes to the Agreement, Platform, or Service Gusto may modify the Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 5379 | If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. | — | Removed |
| 5380 | It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. | — | Removed |
| 5381 | If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. | — | Removed |
| 5382 | Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion. 24. | — | Removed |
| 5383 | Governing Law 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. 25. | — | Removed |
| 5384 | Arbitration Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User 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. | — | Removed |
| 5385 | 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. | — | Removed |
| 5386 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. | — | Removed |
| 5387 | A single arbitrator will be mutually selected by Gusto and User 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”). | — | Removed |
| 5388 | If Gusto and User 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. | — | Removed |
| 5389 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 5390 | 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. | — | Removed |
| 5391 | The award rendered by the arbitrator shall be final and binding upon User and Gusto. | — | Removed |
| 5392 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 5393 | Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). | — | Removed |
| 5394 | User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts. | — | Removed |
| 5395 | User and Gusto agree and acknowledge that this Agreement evidences 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 this Agreement. | — | Removed |
| 5396 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT. 26. | — | Removed |
| 5397 | 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 User. | — | Removed |
| 5398 | Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. | — | Removed |
| 5399 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. | — | Removed |
| 5400 | Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure. 27. | — | Removed |
| 5401 | General This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 5402 | This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. | — | Removed |
| 5403 | If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. | — | Removed |
| 5404 | The remaining terms will be valid and enforceable. | — | Removed |
| 5405 | User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 5406 | Any attempt by User to assign or transfer this Agreement, without such consent, will be null. | — | Removed |
| 5407 | Gusto may freely assign or transfer this Agreement without restriction. | — | Removed |
| 5408 | The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 5409 | Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 5410 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 5411 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 5412 | Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 5413 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 5414 | 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. 28. | — | Removed |
| 5415 | Electronic Transmission This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. | — | Removed |
| 5416 | Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 29. | — | Removed |
| 5417 | Contact Information If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. | — | Removed |
| 5418 | Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 5419 | If User is a California resident, User 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 Accountant Program Terms of Service Version Version 8.0 (Current) Version 7.0 Version 6.0 Version 5.0 Version 4.0 Version 3.0 Version 2.1 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 5420 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 5421 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 5422 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 5423 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 5424 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 5425 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 5426 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 5427 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 5428 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 5429 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 5430 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 5431 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 5432 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 5433 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 5434 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 5435 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 5436 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 5437 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 5438 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 5439 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 5440 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 5441 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 5442 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 5443 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 5444 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 5445 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 5446 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 5447 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 5448 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 5449 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 5450 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 5451 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 5452 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 5453 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 5454 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 5455 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 5456 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 5457 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 5458 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 5459 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 5460 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 5461 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 5462 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 5463 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 5464 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 5465 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 5466 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 5467 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 5468 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 5469 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 5470 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 5471 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 5472 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 5473 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 5474 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 5475 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 5476 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 5477 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 5478 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 5479 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 5480 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 5481 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 5482 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 5483 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 5484 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 5485 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 5486 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 5487 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 5488 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 5489 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 5490 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 5491 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 5492 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 5493 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 5494 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 5495 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 5496 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 5497 | In the event of a refund, Accountant 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. | — | Removed |
| 5498 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 5499 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 5500 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 5501 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 5502 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 5503 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 5504 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 5505 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 5506 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 5507 | For more information on debit dates please visit our Help Center . | — | Removed |
| 5508 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 5509 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 5510 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 5511 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 5512 | Accountant Beta Features are provided as-is. | — | Removed |
| 5513 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 5514 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 5515 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 5516 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 5517 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 5518 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 5519 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 5520 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 5521 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 5522 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 5523 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 5524 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 5525 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 5526 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 5527 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 5528 | 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. | — | Removed |
| 5529 | 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 Accountant 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. 9. | — | Removed |
| 5530 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 5531 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 5532 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 5533 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 5534 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 5535 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 5536 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 5537 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 5538 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 5539 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 5540 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 5541 | 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. | — | Removed |
| 5542 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 5543 | 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 12 or the Agreement. | — | Removed |
| 5544 | 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. | — | Removed |
| 5545 | 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. | — | Removed |
| 5546 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 5547 | 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 12. | — | Removed |
| 5548 | Election to Arbitrate . | — | Removed |
| 5549 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 5550 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 5551 | 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 ”). | — | Removed |
| 5552 | Opt-Out of Arbitration Provision . | — | Removed |
| 5553 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 5554 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 5555 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 5556 | 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 12.B above. | — | Removed |
| 5557 | 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). | — | Removed |
| 5558 | Judicial Forum for Disputes . | — | Removed |
| 5559 | 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 12 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. | — | Removed |
| 5560 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 5561 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 5562 | 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. | — | Removed |
| 5563 | 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 12.B ABOVE. | — | Removed |
| 5564 | NO CLASS ACTIONS . | — | Removed |
| 5565 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 5566 | 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 ”). | — | Removed |
| 5567 | 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. | — | Removed |
| 5568 | 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. | — | Removed |
| 5569 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 5570 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 5571 | Arbitration Procedures . | — | Removed |
| 5572 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 5573 | 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 ”). | — | Removed |
| 5574 | 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. | — | Removed |
| 5575 | 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. | — | Removed |
| 5576 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 5577 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 5578 | 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 ”). | — | Removed |
| 5579 | 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. | — | Removed |
| 5580 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 5581 | 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. | — | Removed |
| 5582 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 5583 | 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 12 shall make that determination. | — | Removed |
| 5584 | 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. | — | Removed |
| 5585 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 5586 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 5587 | Arbitration Location . | — | Removed |
| 5588 | 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. | — | Removed |
| 5589 | 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. | — | Removed |
| 5590 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 5591 | 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. | — | Removed |
| 5592 | Arbitration Fees . | — | Removed |
| 5593 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 5594 | 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. | — | Removed |
| 5595 | Arbitrator’s Decision . | — | Removed |
| 5596 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 5597 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 5598 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 5599 | Survival and Severability of Arbitration Provision . | — | Removed |
| 5600 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 5601 | With the exception of Section 12.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. | — | Removed |
| 5602 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective March 24th 2024 to November 15th 2024 Download Table of Contents Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 5603 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 5604 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 5605 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 5606 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 5607 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 5608 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 5609 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 5610 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 5611 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 5612 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 5613 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 5614 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 5615 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 5616 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 5617 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 5618 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 5619 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 5620 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 5621 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 5622 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 5623 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 5624 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 5625 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 5626 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 5627 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 5628 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 5629 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 5630 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 5631 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 5632 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 5633 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 5634 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 5635 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 5636 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 5637 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 5638 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 5639 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 5640 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 5641 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 5642 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 5643 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 5644 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 5645 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 5646 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 5647 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 5648 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 5649 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 5650 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 5651 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 5652 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 5653 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 5654 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 5655 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 5656 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 5657 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 5658 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 5659 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 5660 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 5661 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 5662 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 5663 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 5664 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 5665 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 5666 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 5667 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 5668 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 5669 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 5670 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 5671 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 5672 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 5673 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 5674 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 5675 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 5676 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 5677 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 5678 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 5679 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 5680 | In the event of a refund, Accountant 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. | — | Removed |
| 5681 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 5682 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 5683 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 5684 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 5685 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 5686 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 5687 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 5688 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 5689 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 5690 | For more information on debit dates please visit our Help Center . | — | Removed |
| 5691 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 5692 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 5693 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 5694 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 5695 | Accountant Beta Features are provided as-is. | — | Removed |
| 5696 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 5697 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 5698 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 5699 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 5700 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 5701 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 5702 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 5703 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 5704 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 5705 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 5706 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 5707 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 5708 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 5709 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 5710 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 5711 | 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. | — | Removed |
| 5712 | 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 Accountant 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. 9. | — | Removed |
| 5713 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 5714 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 5715 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 5716 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 5717 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 5718 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 5719 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 5720 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 5721 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 5722 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 5723 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 5724 | 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. | — | Removed |
| 5725 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 5726 | 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 12 or the Agreement. | — | Removed |
| 5727 | 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. | — | Removed |
| 5728 | 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. | — | Removed |
| 5729 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 5730 | 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 12. | — | Removed |
| 5731 | Election to Arbitrate . | — | Removed |
| 5732 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 5733 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 5734 | 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 ”). | — | Removed |
| 5735 | Opt-Out of Arbitration Provision . | — | Removed |
| 5736 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 5737 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 5738 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 5739 | 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 12.B above. | — | Removed |
| 5740 | 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). | — | Removed |
| 5741 | Judicial Forum for Disputes . | — | Removed |
| 5742 | 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 12 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. | — | Removed |
| 5743 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 5744 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 5745 | 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. | — | Removed |
| 5746 | 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 12.B ABOVE. | — | Removed |
| 5747 | NO CLASS ACTIONS . | — | Removed |
| 5748 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 5749 | 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 ”). | — | Removed |
| 5750 | 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. | — | Removed |
| 5751 | 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. | — | Removed |
| 5752 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 5753 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 5754 | Arbitration Procedures . | — | Removed |
| 5755 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 5756 | 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 ”). | — | Removed |
| 5757 | 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. | — | Removed |
| 5758 | 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. | — | Removed |
| 5759 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 5760 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 5761 | 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 ”). | — | Removed |
| 5762 | 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. | — | Removed |
| 5763 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 5764 | 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. | — | Removed |
| 5765 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 5766 | 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 12 shall make that determination. | — | Removed |
| 5767 | 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. | — | Removed |
| 5768 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 5769 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 5770 | Arbitration Location . | — | Removed |
| 5771 | 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. | — | Removed |
| 5772 | 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. | — | Removed |
| 5773 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 5774 | 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. | — | Removed |
| 5775 | Arbitration Fees . | — | Removed |
| 5776 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 5777 | 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. | — | Removed |
| 5778 | Arbitrator’s Decision . | — | Removed |
| 5779 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 5780 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 5781 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 5782 | Survival and Severability of Arbitration Provision . | — | Removed |
| 5783 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 5784 | With the exception of Section 12.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. | — | Removed |
| 5785 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective March 24th 2024 to March 24th 2024 Download Summary of changes removing paragraph describing the fact that these were new terms. | — | Removed |
| 5786 | Table of Contents Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 5787 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 5788 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 5789 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 5790 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 5791 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 5792 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 5793 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 5794 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 5795 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 5796 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 5797 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 5798 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 5799 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 5800 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 5801 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 5802 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 5803 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 5804 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 5805 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 5806 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 5807 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 5808 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 5809 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 5810 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 5811 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 5812 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 5813 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 5814 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 5815 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 5816 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 5817 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 5818 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 5819 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 5820 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 5821 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 5822 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 5823 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 5824 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 5825 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 5826 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 5827 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 5828 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 5829 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 5830 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 5831 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 5832 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 5833 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 5834 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 5835 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 5836 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 5837 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 5838 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 5839 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 5840 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 5841 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 5842 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 5843 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 5844 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 5845 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 5846 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 5847 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 5848 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 5849 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 5850 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 5851 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 5852 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 5853 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 5854 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 5855 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 5856 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 5857 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 5858 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 5859 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 5860 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 5861 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 5862 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 5863 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 5864 | In the event of a refund, Accountant 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. | — | Removed |
| 5865 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 5866 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 5867 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 5868 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 5869 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 5870 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 5871 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 5872 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 5873 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 5874 | For more information on debit dates please visit our Help Center . | — | Removed |
| 5875 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 5876 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 5877 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 5878 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 5879 | Accountant Beta Features are provided as-is. | — | Removed |
| 5880 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 5881 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 5882 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 5883 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 5884 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 5885 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 5886 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 5887 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 5888 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 5889 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 5890 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 5891 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 5892 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 5893 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 5894 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 5895 | 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. | — | Removed |
| 5896 | 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 Accountant 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. 9. | — | Removed |
| 5897 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 5898 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 5899 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 5900 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 5901 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 5902 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 5903 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 5904 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 5905 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 5906 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 5907 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 5908 | 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. | — | Removed |
| 5909 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 5910 | 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 12 or the Agreement. | — | Removed |
| 5911 | 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. | — | Removed |
| 5912 | 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. | — | Removed |
| 5913 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 5914 | 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 12. | — | Removed |
| 5915 | Election to Arbitrate . | — | Removed |
| 5916 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 5917 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 5918 | 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 ”). | — | Removed |
| 5919 | Opt-Out of Arbitration Provision . | — | Removed |
| 5920 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 5921 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 5922 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 5923 | 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 12.B above. | — | Removed |
| 5924 | 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). | — | Removed |
| 5925 | Judicial Forum for Disputes . | — | Removed |
| 5926 | 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 12 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. | — | Removed |
| 5927 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 5928 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 5929 | 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. | — | Removed |
| 5930 | 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 12.B ABOVE. | — | Removed |
| 5931 | NO CLASS ACTIONS . | — | Removed |
| 5932 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 5933 | 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 ”). | — | Removed |
| 5934 | 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. | — | Removed |
| 5935 | 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. | — | Removed |
| 5936 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 5937 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 5938 | Arbitration Procedures . | — | Removed |
| 5939 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 5940 | 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 ”). | — | Removed |
| 5941 | 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. | — | Removed |
| 5942 | 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. | — | Removed |
| 5943 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 5944 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 5945 | 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 ”). | — | Removed |
| 5946 | 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. | — | Removed |
| 5947 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 5948 | 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. | — | Removed |
| 5949 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 5950 | 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 12 shall make that determination. | — | Removed |
| 5951 | 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. | — | Removed |
| 5952 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 5953 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 5954 | Arbitration Location . | — | Removed |
| 5955 | 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. | — | Removed |
| 5956 | 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. | — | Removed |
| 5957 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 5958 | 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. | — | Removed |
| 5959 | Arbitration Fees . | — | Removed |
| 5960 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 5961 | 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. | — | Removed |
| 5962 | Arbitrator’s Decision . | — | Removed |
| 5963 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 5964 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 5965 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 5966 | Survival and Severability of Arbitration Provision . | — | Removed |
| 5967 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 5968 | With the exception of Section 12.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. | — | Removed |
| 5969 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective February 21st 2024 to March 24th 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto Pro account. | — | Removed |
| 5970 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 5971 | To review the outgoing terms, please click here. | — | Removed |
| 5972 | Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 5973 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 5974 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 5975 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 5976 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 5977 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 5978 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 5979 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 5980 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 5981 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 5982 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 5983 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 5984 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 5985 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 5986 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 5987 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 5988 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 5989 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 5990 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 5991 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 5992 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 5993 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 5994 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 5995 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 5996 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 5997 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 5998 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 5999 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 6000 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 6001 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 6002 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 6003 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 6004 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 6005 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 6006 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 6007 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 6008 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 6009 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 6010 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 6011 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 6012 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 6013 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 6014 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 6015 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 6016 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 6017 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 6018 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 6019 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 6020 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 6021 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 6022 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 6023 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 6024 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6025 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 6026 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 6027 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6028 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 6029 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 6030 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 6031 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 6032 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 6033 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 6034 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 6035 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 6036 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 6037 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 6038 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 6039 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 6040 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 6041 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 6042 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 6043 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 6044 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 6045 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 6046 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 6047 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 6048 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 6049 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 6050 | In the event of a refund, Accountant 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. | — | Removed |
| 6051 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 6052 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 6053 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 6054 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 6055 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 6056 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 6057 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 6058 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 6059 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 6060 | For more information on debit dates please visit our Help Center . | — | Removed |
| 6061 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 6062 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 6063 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 6064 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 6065 | Accountant Beta Features are provided as-is. | — | Removed |
| 6066 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 6067 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 6068 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 6069 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 6070 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 6071 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 6072 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 6073 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 6074 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 6075 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 6076 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 6077 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 6078 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 6079 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 6080 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 6081 | 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. | — | Removed |
| 6082 | 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 Accountant 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. 9. | — | Removed |
| 6083 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 6084 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 6085 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 6086 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 6087 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 6088 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 6089 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 6090 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 6091 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 6092 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 6093 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 6094 | 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. | — | Removed |
| 6095 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 6096 | 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 12 or the Agreement. | — | Removed |
| 6097 | 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. | — | Removed |
| 6098 | 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. | — | Removed |
| 6099 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 6100 | 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 12. | — | Removed |
| 6101 | Election to Arbitrate . | — | Removed |
| 6102 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 6103 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 6104 | 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 ”). | — | Removed |
| 6105 | Opt-Out of Arbitration Provision . | — | Removed |
| 6106 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 6107 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 6108 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 6109 | 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 12.B above. | — | Removed |
| 6110 | 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). | — | Removed |
| 6111 | Judicial Forum for Disputes . | — | Removed |
| 6112 | 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 12 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. | — | Removed |
| 6113 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 6114 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 6115 | 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. | — | Removed |
| 6116 | 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 12.B ABOVE. | — | Removed |
| 6117 | NO CLASS ACTIONS . | — | Removed |
| 6118 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 6119 | 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 ”). | — | Removed |
| 6120 | 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. | — | Removed |
| 6121 | 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. | — | Removed |
| 6122 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 6123 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 6124 | Arbitration Procedures . | — | Removed |
| 6125 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 6126 | 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 ”). | — | Removed |
| 6127 | 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. | — | Removed |
| 6128 | 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. | — | Removed |
| 6129 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 6130 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 6131 | 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 ”). | — | Removed |
| 6132 | 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. | — | Removed |
| 6133 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 6134 | 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. | — | Removed |
| 6135 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 6136 | 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 12 shall make that determination. | — | Removed |
| 6137 | 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. | — | Removed |
| 6138 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 6139 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 6140 | Arbitration Location . | — | Removed |
| 6141 | 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. | — | Removed |
| 6142 | 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. | — | Removed |
| 6143 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 6144 | 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. | — | Removed |
| 6145 | Arbitration Fees . | — | Removed |
| 6146 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 6147 | 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. | — | Removed |
| 6148 | Arbitrator’s Decision . | — | Removed |
| 6149 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 6150 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 6151 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 6152 | Survival and Severability of Arbitration Provision . | — | Removed |
| 6153 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 6154 | With the exception of Section 12.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. | — | Removed |
| 6155 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto Pro account. | — | Removed |
| 6156 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 6157 | To review the outgoing terms, please click here. | — | Removed |
| 6158 | Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 6159 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 6160 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 6161 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 6162 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 6163 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 6164 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 6165 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 6166 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 6167 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 6168 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 6169 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 6170 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 6171 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 6172 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 6173 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 6174 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 6175 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 6176 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 6177 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 6178 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 6179 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 6180 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 6181 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 6182 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 6183 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 6184 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 6185 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 6186 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 6187 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 6188 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 6189 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 6190 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 6191 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 6192 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 6193 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 6194 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 6195 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 6196 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 6197 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 6198 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 6199 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 6200 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 6201 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 6202 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 6203 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 6204 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 6205 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 6206 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 6207 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 6208 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 6209 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 6210 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6211 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 6212 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 6213 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6214 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 6215 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 6216 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 6217 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 6218 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 6219 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 6220 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 6221 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 6222 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 6223 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 6224 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 6225 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 6226 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 6227 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 6228 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 6229 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 6230 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 6231 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 6232 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 6233 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 6234 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 6235 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 6236 | In the event of a refund, Accountant 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. | — | Removed |
| 6237 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 6238 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 6239 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 6240 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 6241 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 6242 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 6243 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 6244 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 6245 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 6246 | For more information on debit dates please visit our Help Center . | — | Removed |
| 6247 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 6248 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 6249 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 6250 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 6251 | Accountant Beta Features are provided as-is. | — | Removed |
| 6252 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 6253 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 6254 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 6255 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 6256 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 6257 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 6258 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 6259 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 6260 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 6261 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 6262 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 6263 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 6264 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 6265 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 6266 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 6267 | 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. | — | Removed |
| 6268 | 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 Accountant 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. 9. | — | Removed |
| 6269 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 6270 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 6271 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 6272 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 6273 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 6274 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 6275 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 6276 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 6277 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 6278 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 6279 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 6280 | 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. | — | Removed |
| 6281 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 6282 | 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 12 or the Agreement. | — | Removed |
| 6283 | 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. | — | Removed |
| 6284 | 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. | — | Removed |
| 6285 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 6286 | 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 12. | — | Removed |
| 6287 | Election to Arbitrate . | — | Removed |
| 6288 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 6289 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 6290 | 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 ”). | — | Removed |
| 6291 | Opt-Out of Arbitration Provision . | — | Removed |
| 6292 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 6293 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 6294 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 6295 | 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 12.B above. | — | Removed |
| 6296 | 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). | — | Removed |
| 6297 | Judicial Forum for Disputes . | — | Removed |
| 6298 | 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 12 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. | — | Removed |
| 6299 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 6300 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 6301 | 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. | — | Removed |
| 6302 | 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 12.B ABOVE. | — | Removed |
| 6303 | NO CLASS ACTIONS . | — | Removed |
| 6304 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 6305 | 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 ”). | — | Removed |
| 6306 | 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. | — | Removed |
| 6307 | 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. | — | Removed |
| 6308 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 6309 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 6310 | Arbitration Procedures . | — | Removed |
| 6311 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 6312 | 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 ”). | — | Removed |
| 6313 | 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. | — | Removed |
| 6314 | 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. | — | Removed |
| 6315 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 6316 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 6317 | 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 ”). | — | Removed |
| 6318 | 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. | — | Removed |
| 6319 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 6320 | 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. | — | Removed |
| 6321 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 6322 | 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 12 shall make that determination. | — | Removed |
| 6323 | 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. | — | Removed |
| 6324 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 6325 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 6326 | Arbitration Location . | — | Removed |
| 6327 | 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. | — | Removed |
| 6328 | 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. | — | Removed |
| 6329 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 6330 | 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. | — | Removed |
| 6331 | Arbitration Fees . | — | Removed |
| 6332 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 6333 | 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. | — | Removed |
| 6334 | Arbitrator’s Decision . | — | Removed |
| 6335 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 6336 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 6337 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 6338 | Survival and Severability of Arbitration Provision . | — | Removed |
| 6339 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 6340 | With the exception of Section 12.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. | — | Removed |
| 6341 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024, or on the date you click to accept them in your Gusto Pro account. | — | Removed |
| 6342 | Your continued use of our products and services after March 22, 2024 will constitute your acceptance of these updates. | — | Removed |
| 6343 | To review the outgoing terms, please click here. | — | Removed |
| 6344 | Last updated February 21, 2024 These Gusto Accountant Terms of Service (“ Accountant Terms ” or “ Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Employer Terms of Service (“ Gusto Employer Terms of Service ”) (collectively, the “ Accountant Agreement ” or this “ Agreement ”), contain the terms and conditions that govern the use of Gusto Pro which is Gusto’s proprietary accountant dashboard (“ Gusto Pro ”), through which Gusto offers products and services (the “ Accountant Service ”) and the Accountant Partner Program (defined below) to eligible users. | — | Removed |
| 6345 | ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. | — | Removed |
| 6346 | ACCOUNTANT UNDERSTANDS THAT: (1) ACCOUNTANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) ACCOUNTANT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF ACCOUNTANT’S CLAIMS. | — | Removed |
| 6347 | Capitalized terms used but not defined in these Accountant Terms have the meanings ascribed to them in the Payroll Terms and Gusto Employer Terms of Service, as applicable. | — | Removed |
| 6348 | To the extent any terms of these Accountant Terms conflict with terms of the Payroll Terms and/or Gusto Employer Terms of Service, the Accountant Terms will control with respect to the Accountant Service, and the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 6349 | These Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of Service. | — | Removed |
| 6350 | The Accountant Agreement is a legally binding agreement between Gusto and the Accountant acting on their own behalf or that of a Client, each as defined below. “ Accountant ” is the accounting firm, bookkeeping service provider, financial services company, or other business entity. | — | Removed |
| 6351 | For example, if you are accepting the terms of this Accountant Agreement in connection with creating a new Gusto Pro account for and on behalf of your limited liability company, your limited liability company is the Accountant. | — | Removed |
| 6352 | If Accountant manages a Client’s Payroll Services, the term “Employer” as used in the Payroll Terms and/or Gusto Employer Terms of Service shall, as applicable, mean or include “Accountant”. | — | Removed |
| 6353 | A “Client” is an entity or individual that has authorized Accountant to manage its use of the Platform or Services via the Firm Account (defined below). | — | Removed |
| 6354 | By checking the box presented with this Accountant Agreement, or accessing or using the Accountant Service, you agree to be bound by this Accountant Agreement. 1. | — | Removed |
| 6355 | Firm Accounts and Services Firm Accounts and Permissions Accountant must create an account in order to access or use Gusto Pro (“ Firm Account ”). | — | Removed |
| 6356 | The Firm Account is affiliated with and owned by the Accountant and contains information related to the Accountant, its Clients and its Client’s Customer Accounts. | — | Removed |
| 6357 | If you are creating a Firm Account on behalf of and for Accountant, you are doing so as a Firm Administrator (as defined below) and you understand and acknowledge that Accountant (and not you) is the owner of the Firm Account. | — | Removed |
| 6358 | Accountant must authorize at least one representative to act as an administrator for the Firm Account (each, a “ Firm Administrator ”). | — | Removed |
| 6359 | Each Firm Administrator will access the Firm Account through a Firm Administrator profile (“ Administrator Profile ”). | — | Removed |
| 6360 | The Firm Administrator will be able to take certain actions within the Firm Account, including but not limited to, inviting additional firm members (“ Firm Members ”) to to create a Firm Member profile (“ Firm Member Profile ”) and/or to become Firm Administrators. | — | Removed |
| 6361 | Firm Administrators and Firm Members (collectively, “ Firm Users ”) will be able to add Clients to the Firm Account, authorize the transfer of Customer Data from Client’s Customer Account to Third Party Services, accept additional Terms on behalf of Client, and accept authorization to pay Client’s Service Fees on Client’s behalf. | — | Removed |
| 6362 | Accountant represents that by adding Clients to the Firm Account, Accountant is authorized by Client to act as an agent of Client’s business on the Platform. | — | Removed |
| 6363 | Accountant understands and agrees that Clients may provide information to Gusto at Gusto’s request. | — | Removed |
| 6364 | Such information may include but is not limited to information regarding the Firm Account and Accountant’s payment of Client Service Fees (defined below). | — | Removed |
| 6365 | Accountant should regularly review Firm User permissions to ensure that only authorized individuals retain access to the Firm Account. | — | Removed |
| 6366 | If Accountant is unable to remove a Firm User from the Firm Account, Accountant must contact Gusto to request that such individual’s access be revoked. | — | Removed |
| 6367 | Gusto may review Firm User conduct within the Firm Account for compliance purposes, but is not obligated to do so. | — | Removed |
| 6368 | We encourage Accountant to review our Help Center content closely in order to ensure that Accountant is granting the minimum appropriate permissions to each Firm User Profile. | — | Removed |
| 6369 | Accountant Services Subject to Accountant’s compliance with this Agreement, Gusto will provide Accountant with the Accountant Services below. | — | Removed |
| 6370 | Certain Accountant Services may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Accountants enrolled in certain Service Plans or who meet other eligibility criteria. | — | Removed |
| 6371 | Gusto reserves the right to change, modify, or terminate any of the Accountant Services at any time with or without notice. | — | Removed |
| 6372 | Access to Gusto Pro to manage and track Clients who in turn use Gusto to run payroll, view pay stubs, enroll in benefits, or access other Services; Manage Payroll Features on behalf of Clients; Add or refer new Clients; Manage Client billing preferences; View and manage other Firm Members that have access to and use of the Firm Account; View and manage Firm Administrators; Access to Gusto’s Partner Directory; Access to Gusto Academy; Access to bulk reporting; and Access to advisory insights. 2. | — | Removed |
| 6373 | Accountant Responsibilities Related to the Service Accountant is responsible for securing Firm Account login information Accountant is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Firm Account, (b) securing and maintaining confidential any information accessible via the Firm Account which may include Client Account information, and (c) following instructions Gusto may provide regarding the security of the Firm Account. | — | Removed |
| 6374 | Please review important information about how to protect your credentials and the Firm Account from fraud and online phishing schemes here . | — | Removed |
| 6375 | Accountant is responsible for all actions taken under the Firm Account Accountant is responsible for all actions and transactions taken under or through the Firm Account, regardless of whether Accountant knew of such actions (“ Authorized Actions ”). | — | Removed |
| 6376 | Authorized Actions may include but are not limited to (a) actions taken by a Firm User and (b) actions or transactions that a Firm User directs Gusto to take on Accountant’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. | — | Removed |
| 6377 | Accountant accepts all risks of unauthorized use of the Firm Account. | — | Removed |
| 6378 | Accountants must immediately notify Gusto if Accountant believes that the Firm Account, any of the Firm User Profiles or Firm User log-in credentials have been compromised. | — | Removed |
| 6379 | Gusto may suspend the Firm Account and/or any Client Customer Accounts, including all Firm User access to the Firm Account, if Gusto has reason to believe that the Firm Account or any of Firm User's log-in credentials have been compromised. | — | Removed |
| 6380 | Accountant agrees not to grant Firm Account access to, or disclose any Firm User log-in credentials to, Prohibited Third Parties. | — | Removed |
| 6381 | A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Accountant Services or the Platform using a Firm User Profile or a Firm User’s log-in credentials, regardless of Accountant’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 3. | — | Removed |
| 6382 | Accountant Partner Program Accountants may also participate in Gusto’s Accountant incentive program designed to reward Accountants that enroll Accountant Clients to Gusto through Gusto Pro with an Incentive (the “ Accountant Partner Program ” or “ Program ”). | — | Removed |
| 6383 | Accountants participating in the Accountant Partner Program are referred to as an “ Accountant Partner ” or “ Partner ”. | — | Removed |
| 6384 | A “ Partner Client ” is the Client of an Accountant Partner that (a) Enrolls in Gusto through one of the Enrollment methods below, (b) has an employer identification number (“EIN”) not previously used on the Gusto payroll platform at the time of Enrollment, (b) runs at least one paid payroll with Gusto in which at least one employee is paid who will receive a Form W-2 at year end. | — | Removed |
| 6385 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time. | — | Removed |
| 6386 | An Accountant Partner may enroll (the “ Enrollment ” or being “ Enrolled ”) a Partner Client to Gusto through Gusto Pro via any of the following methods: (1) adding the Partner Client to the Firm Account through the “Add Client” screen; (2) Partner Client creation of a Gusto account from a unique referral link generated through Accountant Partner’s Gusto Pro Account; or (3) any other permitted referral method made available by Gusto. | — | Removed |
| 6387 | If Accountant Partner Enrolls a Partner Client through the “Add Client” screen, the Accountant Partner will be asked to select from one of the following “Incentives” or “billing options”: (1) one of the following “Volume Discount Incentives”: (a) bill Partner Client at a Discount, or (b) bill Partner at a Discount; or (2) bill Partner Client at the current advertised rate and Partner receives a Revenue Share (the “ Revenue Share Incentive ”). | — | Removed |
| 6388 | Accountant Partner’s selection of a Discount Incentive or the Revenue Share Incentive is considered an “ Incentive Selection ”. | — | Removed |
| 6389 | If the Partner Client Enrolls through the unique Accountant Partner referral link, the Incentive Selection will default to (1) bill the Partner Client at a Discount. | — | Removed |
| 6390 | A Firm Administrator may change the Incentive Selection at any time through the Firm Account. | — | Removed |
| 6391 | More information about Incentive types can be found at www.gusto.com/partners/accountants (the “Website”). | — | Removed |
| 6392 | For purposes of the Volume Discount Incentives, “discount” shall mean the indicated discount off the current advertised price for Gusto Services as indicated by Partner’s applicable Program level on the Website (a “ Discount ”). | — | Removed |
| 6393 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Accountant Partner of an amount equal to the portion of the Partner Client’s monthly invoice amount as indicated by Accountant Partner’s applicable Program level on the Website (a “ Revenue Share ”). | — | Removed |
| 6394 | For purposes of revenue share calculations, “ Gusto Services ” means the cloud-based payroll and human resources services listed under a Employer's Service Plan as described at www.gusto.com/product/pricing and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 6395 | In order to receive an applicable Revenue Share, the Accountant Partner must have linked a bank account to the Firm Account. | — | Removed |
| 6396 | Once a Partner Client (1) is Enrolled and (2) runs a paid payroll with Gusto, Accountant Partner will be credited towards the achievement of the Incentive, and, as applicable, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given month shall become payable within thirty (30) days of the later of the following: (i) the end of such month in which a Partner or Partner Client is billed or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6397 | Partner will have sixty (60) days from the end of each billed calendar month to notify Gusto of any bona fide dispute concerning a discrepancy of the applicable monthly Incentive amount determined by Gusto compared to Partner’s own records, after which Partner waives its right to dispute applicable Discounts and/or Revenue Share amounts. | — | Removed |
| 6398 | In any such event, the parties will engage in good faith discussions to timely resolve such discrepancy. | — | Removed |
| 6399 | The Program features “Free payroll for your practice” (“ Free Payroll ”) and “Free HR tools for your practice” (“ Free HR Tools ”) which offers eligible Partners twelve (12) months of free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6400 | Partners must Enroll one (1) Partner Client every twelve (12) months to qualify for an additional twelve (12) months of free access. | — | Removed |
| 6401 | Partners may enjoy Free Payroll and Free HR Tools for up to 150 employees. 4. | — | Removed |
| 6402 | Accountant Data and Privacy Accountant may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Clients and Clients’ Authorized Users. | — | Removed |
| 6403 | Accountant may also direct Clients and Clients’ Authorized Users to upload such content or information directly for use in the Firm Account or any Accountant Services. | — | Removed |
| 6404 | Collectively, all such content or information is referred to herein as “ Accountant Data ”. | — | Removed |
| 6405 | Accountant is solely responsible for ensuring that the collection and/or processing of Accountant Data is compliant with all applicable laws and regulations. | — | Removed |
| 6406 | Accountant represents and warrants that Accountant has received all required rights, licenses, consents and authorizations to use and make available any Accountant Data uploaded or submitted to the Platform via the Firm Account, and that Accountant may instruct Gusto on what to do with such Accountant Data. | — | Removed |
| 6407 | For example, Accountant may elect to enable or disable third party integrations, manage permissions, and grant certain Client Authorized Users access to view or edit Accountant Data submitted by other Client Authorized Users. | — | Removed |
| 6408 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Accountant Data, Accountant should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 6409 | Accountant is solely responsible for responding to and resolving any dispute that may arise between Accountant and Client and/or Client’s Authorized Users relating to or based on Accountant Data, and the Platform, or Services, or Accountant’s failure to fulfill any of these responsibilities. | — | Removed |
| 6410 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 6411 | As a result, certain types of Accountant Data may not be removed from the Platform. | — | Removed |
| 6412 | Gusto is not responsible or liable to Accountant for the removal or deletion of (or the failure to remove or delete) any Accountant Data. | — | Removed |
| 6413 | Accountant acknowledges and agrees that Gusto is not responsible for the loss or modification of any Accountant Data, and that Accountant’s use of the Platform and Services is at Accountant’s own risk. | — | Removed |
| 6414 | Accountant understands and agrees that Accountant Data transmitted, entered or otherwise uploaded by Accountant, on Accountant’s behalf, and by Client or by Client’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 6415 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy . 5. | — | Removed |
| 6416 | Accountant Payment Obligations Accountant Invoicing If Accountant elects to receive Service Fee invoices on behalf of Clients (“ Client Service Fees ”), then Accountant is responsible for timely paying all invoices. | — | Removed |
| 6417 | Gusto will invoice Accountant for all Client Service Fees per this election. | — | Removed |
| 6418 | Accountant authorizes Gusto to debit Accountant Bank Account for all applicable fees as they become payable and to debit Accountant Bank Account for any outstanding Client Service Fees at any time. | — | Removed |
| 6419 | Accountant agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 6420 | By electing to pay Client Service Fees on Client’s behalf, Accountant understands and agrees that Customer and Accountant are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection. | — | Removed |
| 6421 | Unless we state otherwise, all fees are non-refundable. | — | Removed |
| 6422 | In the event of a refund, Accountant 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. | — | Removed |
| 6423 | Gusto may change any of our Client Service Fees at any time. | — | Removed |
| 6424 | In any such event, Gusto will notify the Accountant of the change at least thirty (30) days in advance. | — | Removed |
| 6425 | Accountant’s continued use of the Platform or applicable Service(s) after a Client Service Fee change constitutes Accountant’s acceptance of the change. | — | Removed |
| 6426 | If we are unable to collect fees from Accountant by the payment due date for any reason, or if Accountant attempts to cancel or claw back fees properly debited by Gusto from Accountant's Bank Account under this Accountant Agreement, we may terminate or suspend the Firm Account and/or Client’s Customer Account along with access to the Platform or Services (including, without limitation, the Payroll Service) until we receive the outstanding amounts due. | — | Removed |
| 6427 | In the event of termination or suspension of access to Firm Account, Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments). | — | Removed |
| 6428 | Termination or suspension of the Firm Account and/or Client’s Customer Account will not relieve Accountant’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 eighteen (18%) per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law. | — | Removed |
| 6429 | Accountant is Responsible for Maintaining Sufficient Bank Account Funds. | — | Removed |
| 6430 | If Accountant elects to be invoiced for Client Service Fees, then Accountant must maintain sufficient immediately available funds in Accountant's Bank Account(s) to cover all applicable fees, at the time required. | — | Removed |
| 6431 | For payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any payment (as applicable, for payments processed via ACH). | — | Removed |
| 6432 | For more information on debit dates please visit our Help Center . | — | Removed |
| 6433 | Gusto may request verification of, or require Accountant to verify and/or provide Gusto evidence of, the balance of available funds in Accountant's Bank Account and reserves the right to cancel or refuse to process any payment if Gusto reasonably believes Accountant has not maintained sufficient funds in the Accountant's Bank Account or for any other reason Gusto deems reasonable in our sole discretion, without liability to Accountant. | — | Removed |
| 6434 | Without limiting Gusto’s right, if (i) any debit from a Bank Account by Gusto under this Accountant Agreement fails or is returned due to Accountant’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Accountant has misrepresented the balance of available funds in the Accountant's Bank Account, or (iii) Gusto suffers any loss due to Accountant’s failure to maintain sufficient funds in the Accountant's Bank Account; then, Gusto may suspend or terminate the Client’s Payroll Service, the Client’s Employer Account or the Firm Account, charge Accountant debit failure fees or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Accountant in accordance with this Accountant Agreement, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 6435 | Termination of the Client’s Payroll Service, the Client’s Employer Account or of Firm’s Account does not relieve Accountant of the obligation to pay all Amounts Due or of any other obligations that Accountant may have under applicable law. 6. | — | Removed |
| 6436 | Accountant Beta Features We may provide Accountant with access to beta, pilot, trial, or pre-release features or products (collectively “ Accountant Beta Features ”) via Gusto Pro. | — | Removed |
| 6437 | Accountant Beta Features are provided as-is. | — | Removed |
| 6438 | We reserve the right to modify, change, or discontinue Accountant Beta Features at any time with or without notice. | — | Removed |
| 6439 | By accessing or using an Accountant Beta Feature, Accountant agrees to any Additional Terms that may apply to such Accountant Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Accountant Beta Feature. 7. | — | Removed |
| 6440 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Accountant’s use of Gusto Pro and the Accountant Services is entirely at Accountant’s own risk. | — | Removed |
| 6441 | Accountant acknowledges that the Accountant 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. | — | Removed |
| 6442 | Accountant is solely responsible for ensuring Accountant’s compliance with applicable law and regulation, and nothing in the Gusto Content or Accountant Services (including, without limitation, any communications from our customer support team regarding Accountant’s use of Gusto Pro or Accountant Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. | — | Removed |
| 6443 | Accountant understands and agrees that Gusto is not acting in a fiduciary capacity for Accountant or Accountant’s Clients in performing the Payroll Services. | — | Removed |
| 6444 | Gusto does not guarantee or warrant any results or outcome with respect to Gusto Pro, Accountant Services or Gusto Content. 8. | — | Removed |
| 6445 | Termination and Suspension Firm Account Termination Accountant may cancel the Firm Account at any time from within the Firm Account. | — | Removed |
| 6446 | Unless we state otherwise, Accountant’s termination of the Firm Account constitutes the termination of this Agreement. | — | Removed |
| 6447 | Unless we state otherwise, Gusto will not prorate any applicable Client Service Fees, and Firm Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Accountant was subscribed at the time of cancellation. | — | Removed |
| 6448 | Accountant understands and agrees that Accountant is solely responsible for ensuring Accountant’s compliance with all applicable laws, including any wage and hour, taxation, and employment regulation that may affect Accountant’s obligations to Clients and Client’s Authorized Users paid through the Payroll Service following cancellation. | — | Removed |
| 6449 | Gusto’s Termination and Suspension Gusto may terminate or suspend the Accountant Services if you violate this Agreement or any other Gusto Agreement or any other Gusto terms or your use of the Accountant Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues. | — | Removed |
| 6450 | Effect of Termination Upon termination of the Accountant Services, and except as otherwise stated in this section or the applicable Additional Terms, Accountant’s rights to access and use all applicable Accountant Services(s) to which Accountant subscribed or enrolled will automatically terminate. | — | Removed |
| 6451 | The Firm Account and Firm User Profiles will remain accessible in a read only capacity, subject to compliance with this Agreement. | — | Removed |
| 6452 | The termination of any of the Accountant Services or this Agreement will not affect Accountant’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 6453 | 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. | — | Removed |
| 6454 | 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 Accountant 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. 9. | — | Removed |
| 6455 | Indemnity Accountant will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “ Indemnified Parties ”), from and against damages, losses, and expenses arising out of any claims, actions, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), arising out of (I) Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s (a) access to, use of, or participation in the Platform, Services, Programs or Gusto Content; (b) Accountant Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Accountant’s, Firm User’s, Client’s or Client’s Authorized User’s use of the Platform, Programs, or Services; (d) violation or alleged violation of any third party right; (e) violation or alleged violation of any applicable law, rule, or regulation; (f) gross negligence, fraudulent activity, or willful misconduct; and (II) (a) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Accountant; (b) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Accountant or anyone that Gusto or any other Indemnified Party reasonably believes to be Accountant or acting with authority on behalf of Accountant (each such action a “ Requested Action ”); or (c) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 10. | — | Removed |
| 6456 | Limitation of Liability Gusto is not responsible or liable for (a) Accountant Data or anyone’s reliance on certain Accountant Data which may be made available via the Platform, Program, or Services; (b) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (c) any consequences or Claims directly or indirectly resulting from Accountant’s delay in providing, or Accountant’s failure to provide, Gusto with information necessary for its provision of the Programs or Services; (d) Accountant’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in the Firm Account and any transactions, consequences, or Claims arising therefrom; (f) Accountant’s negligence or any negligence of Firm Users, or any more culpable acts or omissions of the same; (g) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by Accountant through reasonable efforts; (h) any circumstances or Claims arising out of or related to a Third-Party Service’s use of Accountant Data; (i) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (j) Accountant’s failure to properly follow Gusto’s instructions with respect to the Products, Programs, Gusto Content, or Services. | — | Removed |
| 6457 | NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, PROGRAMS, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE 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, OR CONTENT, 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. | — | Removed |
| 6458 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO ACCOUNTANT. | — | Removed |
| 6459 | 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, PROGRAMS, SERVICES, OR GUSTO CONTENT EXCEED THE AMOUNTS ACCOUNTANT HAS PAID TO GUSTO FOR USE OF THE PLATFORM, PROGRAMS, OR SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 6460 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT. 11. | — | Removed |
| 6461 | Changes to the Agreement, Platform, Programs, 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. | — | Removed |
| 6462 | It is important that Accountant reviews each modified version of the Agreement as Accountant’s continued use of the Platform, Programs, or Services after such changes are posted constitutes Accountant’s agreement to be bound by the modified Agreement. | — | Removed |
| 6463 | If Accountant does not agree to be bound by the modified Agreement, then Accountant may not continue to use the Platform, Programs or Services. | — | Removed |
| 6464 | Because the Platform, Programs and Services evolve over time, Gusto may change or discontinue all or any part of the Platform, Programs, or Services at any time and without notice, and without liability to Accountant, at Gusto’s sole discretion. 12. | — | Removed |
| 6465 | Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER. | — | Removed |
| 6466 | 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. | — | Removed |
| 6467 | YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW. | — | Removed |
| 6468 | 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 12 or the Agreement. | — | Removed |
| 6469 | 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. | — | Removed |
| 6470 | 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. | — | Removed |
| 6471 | We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action. | — | Removed |
| 6472 | 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 12. | — | Removed |
| 6473 | Election to Arbitrate . | — | Removed |
| 6474 | 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 12 (the “ Arbitration Provision ”), unless you opt out as provided in Section 12.C below or your Dispute is subject to an explicit exception to this Arbitration Provision. | — | Removed |
| 6475 | The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. | — | Removed |
| 6476 | 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 ”). | — | Removed |
| 6477 | Opt-Out of Arbitration Provision . | — | Removed |
| 6478 | 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 Accountants, within thirty (30) days of Gusto’s notice of modifications to these Terms. | — | Removed |
| 6479 | For your convenience we have provided a form Arbitration Opt-Out Notice www.gusto.com/legal/opt-out . | — | Removed |
| 6480 | Please complete and email the completed form, including all required fields, to [email protected] . | — | Removed |
| 6481 | 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 12.B above. | — | Removed |
| 6482 | 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). | — | Removed |
| 6483 | Judicial Forum for Disputes . | — | Removed |
| 6484 | 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 12 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. | — | Removed |
| 6485 | You and we both further agree to waive our right to a jury trial. | — | Removed |
| 6486 | WAIVER OF RIGHT TO LITIGATE . | — | Removed |
| 6487 | 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. | — | Removed |
| 6488 | 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 12.B ABOVE. | — | Removed |
| 6489 | NO CLASS ACTIONS . | — | Removed |
| 6490 | You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis. | — | Removed |
| 6491 | 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 ”). | — | Removed |
| 6492 | 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. | — | Removed |
| 6493 | 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. | — | Removed |
| 6494 | IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. | — | Removed |
| 6495 | ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. | — | Removed |
| 6496 | Arbitration Procedures . | — | Removed |
| 6497 | The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”). | — | Removed |
| 6498 | 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 ”). | — | Removed |
| 6499 | 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. | — | Removed |
| 6500 | 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. | — | Removed |
| 6501 | A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. | — | Removed |
| 6502 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | — | Removed |
| 6503 | 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 ”). | — | Removed |
| 6504 | 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. | — | Removed |
| 6505 | Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Accountants 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. | — | Removed |
| 6506 | 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. | — | Removed |
| 6507 | That chairperson shall meet the Arbitrator Requirements. | — | Removed |
| 6508 | 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 12 shall make that determination. | — | Removed |
| 6509 | 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. | — | Removed |
| 6510 | Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. | — | Removed |
| 6511 | This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. | — | Removed |
| 6512 | Arbitration Location . | — | Removed |
| 6513 | 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. | — | Removed |
| 6514 | 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. | — | Removed |
| 6515 | If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. | — | Removed |
| 6516 | 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. | — | Removed |
| 6517 | Arbitration Fees . | — | Removed |
| 6518 | If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). | — | Removed |
| 6519 | 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. | — | Removed |
| 6520 | Arbitrator’s Decision . | — | Removed |
| 6521 | The arbitrator will render an award within the time frame specified in the JAMS Rules. | — | Removed |
| 6522 | The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. | — | Removed |
| 6523 | Judgment on the arbitration award may be entered in any court having jurisdiction thereof. | — | Removed |
| 6524 | Survival and Severability of Arbitration Provision . | — | Removed |
| 6525 | This Arbitration Provision shall survive the termination of this Agreement. | — | Removed |
| 6526 | With the exception of Section 12.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. | — | Removed |
| 6527 | In the event that a court finds that all or any portion of Section 12.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 12.D. Effective October 23rd 2023 to February 21st 2024 Download Table of Contents These Gusto Accountant Program Terms (the “ Terms ”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”). | — | Removed |
| 6528 | These Terms contain the terms and conditions of the Gusto Accountant Program (the “ Program ”). | — | Removed |
| 6529 | The Program is designed to reward participating accountants and accounting firms (“ Partners ”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “ Enrollment ” or being “ Enrolled ”). | — | Removed |
| 6530 | A “ Partner Client ” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “ Platform ”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto. | — | Removed |
| 6531 | During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “ Selection ”). | — | Removed |
| 6532 | There are two types of “ Incentives ”: (1) the “ Volume Discount Incentive ” and (2) the “ Revenue Share Incentive ,” both of which are described at www.gusto.com/partners/accountants (the “ Website ”). | — | Removed |
| 6533 | For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “ Discount ”). | — | Removed |
| 6534 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “ Revenue Share ”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future. | — | Removed |
| 6535 | Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6536 | The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6537 | Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. | — | Removed |
| 6538 | Partners may enjoy free payroll for up to 150 employees. | — | Removed |
| 6539 | Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 6540 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program. | — | Removed |
| 6541 | Effective October 20th 2023 to October 23rd 2023 Download Table of Contents These Gusto Accountant Program Terms (the “ Terms ”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”). | — | Removed |
| 6542 | These Terms contain the terms and conditions of the Gusto Accountant Program (the “ Program ”). | — | Removed |
| 6543 | The Program is designed to reward participating accountants and accounting firms (“ Partners ”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “ Enrollment ” or being “ Enrolled ”). | — | Removed |
| 6544 | A “ Partner Client ” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “ Platform ”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto. | — | Removed |
| 6545 | During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “ Selection ”). | — | Removed |
| 6546 | There are two types of “ Incentives ”: (1) the “ Volume Discount Incentive ” and (2) the “ Revenue Share Incentive ,” both of which are described at www.gusto.com/partners/accountants (the “ Website ”). | — | Removed |
| 6547 | For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “ Discount ”). | — | Removed |
| 6548 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “ Revenue Share ”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future. | — | Removed |
| 6549 | Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6550 | The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6551 | Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. | — | Removed |
| 6552 | Partners may enjoy free payroll for up to 150 employees. | — | Removed |
| 6553 | Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 6554 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program. | — | Removed |
| 6555 | Effective September 29th 2023 to October 20th 2023 Download Table of Contents Gusto Accountant Program Terms These Gusto Accountant Program Terms (the “ Terms ”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”). | — | Removed |
| 6556 | These Terms contain the terms and conditions of the Gusto Accountant Program (the “ Program ”). | — | Removed |
| 6557 | The Program is designed to reward participating accountants and accounting firms (“ Partners ”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “ Enrollment ” or being “ Enrolled ”). | — | Removed |
| 6558 | A “ Partner Client ” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “ Platform ”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto. | — | Removed |
| 6559 | During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “ Selection ”). | — | Removed |
| 6560 | There are two types of “ Incentives ”: (1) the “ Volume Discount Incentive ” and (2) the “ Revenue Share Incentive ,” both of which are described at www.gusto.com/partners/accountants (the “ Website ”). | — | Removed |
| 6561 | For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “ Discount ”). | — | Removed |
| 6562 | For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “ Revenue Share ”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future. | — | Removed |
| 6563 | Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 6564 | The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. | — | Removed |
| 6565 | Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. | — | Removed |
| 6566 | Partners may enjoy free payroll for up to 150 employees. | — | Removed |
| 6567 | Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 6568 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program. | — | Removed |
| 6569 | 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. | — | Removed |
| 6570 | 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. | — | Removed |
| 6571 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 6572 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. | — | Removed |
| 6573 | 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. | — | Removed |
| 6574 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 6575 | 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. | — | Removed |
| 6576 | 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. | — | Removed |
| 6577 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 6578 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 6579 | 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. | — | Removed |
| 6580 | 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. | — | Removed |
| 6581 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 6582 | 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. | — | Removed |
| 6583 | 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. | — | Removed |
| 6584 | 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. | — | Removed |
| 6585 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 6586 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 6587 | 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. | — | Removed |
| 6588 | 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. | — | Removed |
| 6589 | 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. | — | Removed |
| 6590 | No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. | — | Removed |
| 6591 | All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties. | — | Removed |
| 6592 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 6593 | 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. | — | Removed |
| 6594 | Business partners with whom we jointly offer products or services. | — | Removed |
| 6595 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 6596 | 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). | — | Removed |
| 6597 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 6598 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 6599 | 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”). | — | Removed |
| 6600 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 6601 | 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. | — | Removed |
| 6602 | 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. | — | Removed |
| 6603 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 6604 | 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. | — | Removed |
| 6605 | 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. | — | Removed |
| 6606 | 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. | — | Removed |
| 6607 | 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. | — | Removed |
| 6608 | 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. | — | Removed |
| 6609 | 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. | — | Removed |
| 6610 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 6611 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 6612 | 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. | — | Removed |
| 6613 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 6614 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 6615 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 6616 | 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. | — | Removed |
| 6617 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 6618 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 6619 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 6620 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 6621 | 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. | — | Removed |
| 6622 | 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). | — | Removed |
| 6623 | 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. | — | Removed |
| 6624 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 6625 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 6626 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 6627 | 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. | — | Removed |
| 6628 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 6629 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 6630 | 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 . | — | Removed |
| 6631 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 6632 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 6633 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 6634 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 6635 | 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. | — | Removed |
| 6636 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 6637 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 6638 | 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. | — | Removed |
| 6639 | 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. | — | Removed |
| 6640 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 6641 | 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. | — | Removed |
| 6642 | 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. | — | Removed |
| 6643 | 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. | — | Removed |
| 6644 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 6645 | 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. | — | Removed |
| 6646 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 6647 | 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. | — | Removed |
| 6648 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 6649 | 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 . | — | Removed |
| 6650 | 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. | — | Removed |
| 6651 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 6652 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 6653 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 6654 | 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. | — | Removed |
| 6655 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 6656 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 6657 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 6658 | 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. | — | Removed |
| 6659 | 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. | — | Removed |
| 6660 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 6661 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 6662 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 6663 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 6664 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 6665 | 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 . | — | Removed |
| 6666 | 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). | — | Removed |
| 6667 | 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. | — | Removed |
| 6668 | 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. | — | Removed |
| 6669 | 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 . | — | Removed |
| 6670 | You may also contact us at: Gusto, Inc. | — | Removed |
| 6671 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 6672 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 6673 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 6674 | 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. | — | Removed |
| 6675 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 6676 | 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. | — | Removed |
| 6677 | 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. | — | Removed |
| 6678 | You may send us requests for this information to [email protected] . | — | Removed |
| 6679 | 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. | — | Removed |
| 6680 | 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”. | — | Removed |
| 6681 | 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. | — | Removed |
| 6682 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 6683 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 6684 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 6685 | 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. | — | Removed |
| 6686 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 6687 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 6688 | You may also use the resources provided in the Contact Information section above. | — | Removed |
| 6689 | 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. | — | Removed |
| 6690 | 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. | — | Removed |
| 6691 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 6692 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. | — | Removed |
| 6693 | 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. | — | Removed |
| 6694 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 6695 | 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. | — | Removed |
| 6696 | 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. | — | Removed |
| 6697 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 6698 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 6699 | 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. | — | Removed |
| 6700 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 6701 | 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. | — | Removed |
| 6702 | 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. | — | Removed |
| 6703 | 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. | — | Removed |
| 6704 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 6705 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 6706 | 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. | — | Removed |
| 6707 | 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. | — | Removed |
| 6708 | 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. | — | Removed |
| 6709 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 6710 | 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. | — | Removed |
| 6711 | Business partners with whom we jointly offer products or services. | — | Removed |
| 6712 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 6713 | 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) and 401(k) management (ex: Guideline). | — | Removed |
| 6714 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 6715 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 6716 | 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”). | — | Removed |
| 6717 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 6718 | 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. | — | Removed |
| 6719 | 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. | — | Removed |
| 6720 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 6721 | 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. | — | Removed |
| 6722 | 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. | — | Removed |
| 6723 | 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. | — | Removed |
| 6724 | 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 recordkeeping 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. | — | Removed |
| 6725 | 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. | — | Removed |
| 6726 | 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. | — | Removed |
| 6727 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 6728 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 6729 | 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. | — | Removed |
| 6730 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 6731 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 6732 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 6733 | 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. | — | Removed |
| 6734 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 6735 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 6736 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 6737 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 6738 | 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. | — | Removed |
| 6739 | 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). | — | Removed |
| 6740 | 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. | — | Removed |
| 6741 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 6742 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 6743 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 6744 | 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. | — | Removed |
| 6745 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 6746 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 6747 | 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 . | — | Removed |
| 6748 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 6749 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 6750 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 6751 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 6752 | 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. | — | Removed |
| 6753 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 6754 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 6755 | 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. | — | Removed |
| 6756 | 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. | — | Removed |
| 6757 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 6758 | 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. | — | Removed |
| 6759 | 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. | — | Removed |
| 6760 | 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. | — | Removed |
| 6761 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 6762 | 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. | — | Removed |
| 6763 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 6764 | 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. | — | Removed |
| 6765 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 6766 | 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 . | — | Removed |
| 6767 | 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. | — | Removed |
| 6768 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 6769 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 6770 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 6771 | 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. | — | Removed |
| 6772 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 6773 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 6774 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 6775 | 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. | — | Removed |
| 6776 | 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. | — | Removed |
| 6777 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 6778 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 6779 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 6780 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 6781 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 6782 | 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 . | — | Removed |
| 6783 | 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). | — | Removed |
| 6784 | 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. | — | Removed |
| 6785 | 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. | — | Removed |
| 6786 | 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 . | — | Removed |
| 6787 | You may also contact us at: Gusto, Inc. | — | Removed |
| 6788 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 6789 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 6790 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 6791 | 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. | — | Removed |
| 6792 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 6793 | Additional Notice to California Consumers Sensitive Personal Information We Collect : As listed in the How We Use Personal Information 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”. | — | Removed |
| 6794 | 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. | — | Removed |
| 6795 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 6796 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 6797 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 6798 | 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. | — | Removed |
| 6799 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 6800 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 6801 | You may also use the resources provided in the Contact Information section above. | — | Removed |
| 6802 | Effective July 11th 2025 to July 11th 2025 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. | — | Removed |
| 6803 | 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. | — | Removed |
| 6804 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 6805 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. | — | Removed |
| 6806 | 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. | — | Removed |
| 6807 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 6808 | 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. | — | Removed |
| 6809 | 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. | — | Removed |
| 6810 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 6811 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 6812 | 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. | — | Removed |
| 6813 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 6814 | 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. | — | Removed |
| 6815 | 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. | — | Removed |
| 6816 | 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. | — | Removed |
| 6817 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 6818 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 6819 | 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. | — | Removed |
| 6820 | 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. | — | Removed |
| 6821 | 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. | — | Removed |
| 6822 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 6823 | 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. | — | Removed |
| 6824 | Business partners with whom we jointly offer products or services. | — | Removed |
| 6825 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 6826 | 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) and 401(k) management (ex: Guideline). | — | Removed |
| 6827 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 6828 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 6829 | 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”). | — | Removed |
| 6830 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 6831 | 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. | — | Removed |
| 6832 | 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. | — | Removed |
| 6833 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 6834 | 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. | — | Removed |
| 6835 | 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. | — | Removed |
| 6836 | 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. | — | Removed |
| 6837 | 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 recordkeeping 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. | — | Removed |
| 6838 | 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. | — | Removed |
| 6839 | 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. | — | Removed |
| 6840 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 6841 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 6842 | 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. | — | Removed |
| 6843 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 6844 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 6845 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 6846 | 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. | — | Removed |
| 6847 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 6848 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 6849 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 6850 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 6851 | 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. | — | Removed |
| 6852 | 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). | — | Removed |
| 6853 | 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. | — | Removed |
| 6854 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 6855 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 6856 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 6857 | 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. | — | Removed |
| 6858 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 6859 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 6860 | 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 . | — | Removed |
| 6861 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 6862 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 6863 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 6864 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 6865 | 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. | — | Removed |
| 6866 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 6867 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 6868 | 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. | — | Removed |
| 6869 | 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. | — | Removed |
| 6870 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 6871 | 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. | — | Removed |
| 6872 | 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. | — | Removed |
| 6873 | 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. | — | Removed |
| 6874 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 6875 | 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. | — | Removed |
| 6876 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 6877 | 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. | — | Removed |
| 6878 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 6879 | 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 . | — | Removed |
| 6880 | 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. | — | Removed |
| 6881 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 6882 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 6883 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 6884 | 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. | — | Removed |
| 6885 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 6886 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 6887 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 6888 | 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. | — | Removed |
| 6889 | 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. | — | Removed |
| 6890 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 6891 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 6892 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 6893 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 6894 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 6895 | 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 . | — | Removed |
| 6896 | 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). | — | Removed |
| 6897 | 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. | — | Removed |
| 6898 | 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. | — | Removed |
| 6899 | 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 . | — | Removed |
| 6900 | You may also contact us at: Gusto, Inc. | — | Removed |
| 6901 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 6902 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 6903 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 6904 | 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. | — | Removed |
| 6905 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 6906 | Additional Notice to California Consumers Sensitive Personal Information We Collect : As listed in the How We Use Personal Information 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”. | — | Removed |
| 6907 | 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. | — | Removed |
| 6908 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 6909 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 6910 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 6911 | 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. | — | Removed |
| 6912 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 6913 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 6914 | You may also use the resources provided in the Contact Information section above. | — | Removed |
| 6915 | Effective July 11th 2025 to July 11th 2025 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. | — | Removed |
| 6916 | 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. | — | Removed |
| 6917 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 6918 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. | — | Removed |
| 6919 | 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. | — | Removed |
| 6920 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 6921 | 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. | — | Removed |
| 6922 | 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. | — | Removed |
| 6923 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 6924 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 6925 | 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. | — | Removed |
| 6926 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 6927 | 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. | — | Removed |
| 6928 | 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. | — | Removed |
| 6929 | 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. | — | Removed |
| 6930 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 6931 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 6932 | 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. | — | Removed |
| 6933 | 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. | — | Removed |
| 6934 | How We Disclose Personal Information We share your personal information with the categories of third parties listed below for the purposes described in Section 3, “How We Use Personal Information”, unless otherwise noted at the point of collection or with your consent. | — | Removed |
| 6935 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 6936 | 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. | — | Removed |
| 6937 | Business partners with whom we jointly offer products or services. | — | Removed |
| 6938 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 6939 | 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) and 401(k) management (ex: Guideline). | — | Removed |
| 6940 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 6941 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 6942 | 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”). | — | Removed |
| 6943 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 6944 | 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. | — | Removed |
| 6945 | 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. | — | Removed |
| 6946 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 6947 | 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. | — | Removed |
| 6948 | 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. | — | Removed |
| 6949 | How Long Do We Keep Personal Information We will retain your personal information for as long as necessary to fulfill the purposes described in Section 3, “How We Use Personal Information” above, unless otherwise required by applicable laws. | — | Removed |
| 6950 | 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 recordkeeping 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. | — | Removed |
| 6951 | 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. | — | Removed |
| 6952 | 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. | — | Removed |
| 6953 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 6954 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 6955 | 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. | — | Removed |
| 6956 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 6957 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 6958 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 6959 | 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. | — | Removed |
| 6960 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 6961 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 6962 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 6963 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 6964 | 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. | — | Removed |
| 6965 | 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). | — | Removed |
| 6966 | 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. | — | Removed |
| 6967 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 6968 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 6969 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 6970 | 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. | — | Removed |
| 6971 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 6972 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 6973 | 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 . | — | Removed |
| 6974 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 6975 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 6976 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 6977 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 6978 | 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. | — | Removed |
| 6979 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 6980 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 6981 | 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. | — | Removed |
| 6982 | 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. | — | Removed |
| 6983 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 6984 | 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. | — | Removed |
| 6985 | 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. | — | Removed |
| 6986 | 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. | — | Removed |
| 6987 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 6988 | 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. | — | Removed |
| 6989 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 6990 | 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. | — | Removed |
| 6991 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 6992 | 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 . | — | Removed |
| 6993 | 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. | — | Removed |
| 6994 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 6995 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 6996 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 6997 | 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. | — | Removed |
| 6998 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 6999 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 7000 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 7001 | 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. | — | Removed |
| 7002 | 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. | — | Removed |
| 7003 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 7004 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 7005 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 7006 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 7007 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7008 | 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 . | — | Removed |
| 7009 | 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). | — | Removed |
| 7010 | 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. | — | Removed |
| 7011 | 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. | — | Removed |
| 7012 | 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 . | — | Removed |
| 7013 | You may also contact us at: Gusto, Inc. | — | Removed |
| 7014 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 7015 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 7016 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 7017 | 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. | — | Removed |
| 7018 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 7019 | Additional Notice to California Consumers Sensitive Personal Information We Collect : As listed in Section 2, “How We Use Personal Information” 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”. | — | Removed |
| 7020 | 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. | — | Removed |
| 7021 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 7022 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 7023 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 7024 | 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. | — | Removed |
| 7025 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 7026 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 7027 | You may also use the resources provided in the “Contact Information” section above. | — | Removed |
| 7028 | Effective July 11th 2025 to July 11th 2025 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. | — | Removed |
| 7029 | 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. | — | Removed |
| 7030 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 7031 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. 1. | — | Removed |
| 7032 | Where This Notice Applies 2. | — | Removed |
| 7033 | Personal Information We Collect 3. | — | Removed |
| 7034 | How We Use Personal Information 4. | — | Removed |
| 7035 | How We Disclose Personal Information 5. | — | Removed |
| 7036 | How Long Do We Keep Personal Information 6. | — | Removed |
| 7037 | Cookies, Analytics, and Other Tracking Technologies 7. | — | Removed |
| 7038 | Links to Other Websites 8. | — | Removed |
| 7039 | Security 9. | — | Removed |
| 7040 | International Data Transfers 10. | — | Removed |
| 7041 | Your Privacy Rights and Choices 11. | — | Removed |
| 7042 | Children’s Privacy 12. | — | Removed |
| 7043 | Contact Information 13. | — | Removed |
| 7044 | Changes to This Privacy Notice 14. | — | Removed |
| 7045 | Additional Notice to California Consumers 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. | — | Removed |
| 7046 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 7047 | 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. | — | Removed |
| 7048 | 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. | — | Removed |
| 7049 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 7050 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 7051 | 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. | — | Removed |
| 7052 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 7053 | 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. | — | Removed |
| 7054 | 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. | — | Removed |
| 7055 | 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. | — | Removed |
| 7056 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7057 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 7058 | 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. | — | Removed |
| 7059 | 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. | — | Removed |
| 7060 | How We Disclose Personal Information We share your personal information with the categories of third parties listed below for the purposes described in Section 3, “How We Use Personal Information”, unless otherwise noted at the point of collection or with your consent. | — | Removed |
| 7061 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 7062 | 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. | — | Removed |
| 7063 | Business partners with whom we jointly offer products or services. | — | Removed |
| 7064 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7065 | 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) and 401(k) management (ex: Guideline). | — | Removed |
| 7066 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7067 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7068 | 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”). | — | Removed |
| 7069 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 7070 | 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. | — | Removed |
| 7071 | 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. | — | Removed |
| 7072 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 7073 | 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. | — | Removed |
| 7074 | 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. | — | Removed |
| 7075 | How Long Do We Keep Personal Information We will retain your personal information for as long as necessary to fulfill the purposes described in Section 3, “How We Use Personal Information” above, unless otherwise required by applicable laws. | — | Removed |
| 7076 | 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 recordkeeping 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. | — | Removed |
| 7077 | 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. | — | Removed |
| 7078 | 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. | — | Removed |
| 7079 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 7080 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 7081 | 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. | — | Removed |
| 7082 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 7083 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 7084 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 7085 | 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. | — | Removed |
| 7086 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 7087 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 7088 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 7089 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 7090 | 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. | — | Removed |
| 7091 | 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). | — | Removed |
| 7092 | 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. | — | Removed |
| 7093 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7094 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 7095 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 7096 | 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. | — | Removed |
| 7097 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 7098 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 7099 | 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 . | — | Removed |
| 7100 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 7101 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 7102 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 7103 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 7104 | 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. | — | Removed |
| 7105 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 7106 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 7107 | 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. | — | Removed |
| 7108 | 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. | — | Removed |
| 7109 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7110 | 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. | — | Removed |
| 7111 | 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. | — | Removed |
| 7112 | 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. | — | Removed |
| 7113 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 7114 | 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. | — | Removed |
| 7115 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 7116 | 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. | — | Removed |
| 7117 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7118 | 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 . | — | Removed |
| 7119 | 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. | — | Removed |
| 7120 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 7121 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 7122 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 7123 | 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. | — | Removed |
| 7124 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 7125 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 7126 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 7127 | 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. | — | Removed |
| 7128 | 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. | — | Removed |
| 7129 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 7130 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 7131 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 7132 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 7133 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7134 | 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 . | — | Removed |
| 7135 | 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). | — | Removed |
| 7136 | 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. | — | Removed |
| 7137 | 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. | — | Removed |
| 7138 | 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 . | — | Removed |
| 7139 | You may also contact us at: Gusto, Inc. | — | Removed |
| 7140 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 7141 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 7142 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 7143 | 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. | — | Removed |
| 7144 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 7145 | Additional Notice to California Consumers Sensitive Personal Information We Collect : As listed in Section 2, “How We Use Personal Information” 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”. | — | Removed |
| 7146 | 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. | — | Removed |
| 7147 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 7148 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 7149 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 7150 | 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. | — | Removed |
| 7151 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 7152 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 7153 | You may also use the resources provided in the “Contact Information” section above. | — | Removed |
| 7154 | Effective July 11th 2025 to July 11th 2025 Download Table of Contents Last Updated: July 10, 2025 Effective Date: July 10, 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. | — | Removed |
| 7155 | 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. | — | Removed |
| 7156 | If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact [email protected] . | — | Removed |
| 7157 | By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices. 1. | — | Removed |
| 7158 | Where This Notice Applies 2. | — | Removed |
| 7159 | Personal Information We Collect 3. | — | Removed |
| 7160 | How We Use Personal Information 4. | — | Removed |
| 7161 | How We Disclose Personal Information 5. | — | Removed |
| 7162 | How Long Do We Keep Personal Information 6. | — | Removed |
| 7163 | Cookies, Analytics, and Other Tracking Technologies 7. | — | Removed |
| 7164 | Links to Other Websites 8. | — | Removed |
| 7165 | Security 9. | — | Removed |
| 7166 | International Data Transfers 10. | — | Removed |
| 7167 | Your Privacy Rights and Choices 11. | — | Removed |
| 7168 | Children’s Privacy 12. | — | Removed |
| 7169 | Contact Information 13. | — | Removed |
| 7170 | Changes to This Privacy Notice 14. | — | Removed |
| 7171 | Additional Notice to California Consumers 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. | — | Removed |
| 7172 | This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”. | — | Removed |
| 7173 | 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. | — | Removed |
| 7174 | 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. | — | Removed |
| 7175 | Personal Information We Collect The personal information we collect depends on your interaction and relationship with us. | — | Removed |
| 7176 | We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law. | — | Removed |
| 7177 | 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. | — | Removed |
| 7178 | Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services. | — | Removed |
| 7179 | 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. | — | Removed |
| 7180 | 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. | — | Removed |
| 7181 | 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. | — | Removed |
| 7182 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7183 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . | — | Removed |
| 7184 | 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. | — | Removed |
| 7185 | 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. | — | Removed |
| 7186 | How We Disclose Personal Information We share your personal information with the categories of third parties listed below for the purposes described in Section 3, “How We Use Personal Information”, unless otherwise noted at the point of collection or with your consent. | — | Removed |
| 7187 | Your organization where your organization is a customer or potential customer of Gusto. | — | Removed |
| 7188 | 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. | — | Removed |
| 7189 | Business partners with whom we jointly offer products or services. | — | Removed |
| 7190 | For example: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7191 | 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) and 401(k) management (ex: Guideline). | — | Removed |
| 7192 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7193 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7194 | 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”). | — | Removed |
| 7195 | Government agencies such as tax authorities and their authorized collectors. | — | Removed |
| 7196 | 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. | — | Removed |
| 7197 | 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. | — | Removed |
| 7198 | To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source. | — | Removed |
| 7199 | 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. | — | Removed |
| 7200 | 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. | — | Removed |
| 7201 | How Long Do We Keep Personal Information We will retain your personal information for as long as necessary to fulfill the purposes described in Section 3, “How We Use Personal Information” above, unless otherwise required by applicable laws. | — | Removed |
| 7202 | 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 recordkeeping 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. | — | Removed |
| 7203 | 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. | — | Removed |
| 7204 | 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. | — | Removed |
| 7205 | We may also use third-party analytics tools to obtain such information. | — | Removed |
| 7206 | What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages. | — | Removed |
| 7207 | 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. | — | Removed |
| 7208 | Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies. | — | Removed |
| 7209 | Session-based Cookies exist only during a single session and disappear from your device when you close your browser. | — | Removed |
| 7210 | Persistent Cookies remain on your device after you close your browser until they are deleted or they expire. | — | Removed |
| 7211 | 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. | — | Removed |
| 7212 | Performance Cookies: These Cookies enhance functions, and performance for our Services. | — | Removed |
| 7213 | These Cookies also are used to help us understand how you engage with our Services and advertising. | — | Removed |
| 7214 | If you do not allow these cookies, certain features or functions may become unavailable. | — | Removed |
| 7215 | Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests. | — | Removed |
| 7216 | 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. | — | Removed |
| 7217 | 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). | — | Removed |
| 7218 | 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. | — | Removed |
| 7219 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7220 | How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies. | — | Removed |
| 7221 | You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time. | — | Removed |
| 7222 | 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. | — | Removed |
| 7223 | Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way. | — | Removed |
| 7224 | Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information. | — | Removed |
| 7225 | 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 . | — | Removed |
| 7226 | Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours. | — | Removed |
| 7227 | If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices. | — | Removed |
| 7228 | Gusto is not responsible for the privacy practices of these other websites and applications. | — | Removed |
| 7229 | We encourage you to read the privacy notice of any website you visit or application that you use. | — | Removed |
| 7230 | 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. | — | Removed |
| 7231 | However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed. | — | Removed |
| 7232 | You are responsible for the security of your password and the devices used to access our Services. | — | Removed |
| 7233 | 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. | — | Removed |
| 7234 | 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. | — | Removed |
| 7235 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7236 | 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. | — | Removed |
| 7237 | 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. | — | Removed |
| 7238 | 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. | — | Removed |
| 7239 | Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal. | — | Removed |
| 7240 | 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. | — | Removed |
| 7241 | You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received. | — | Removed |
| 7242 | 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. | — | Removed |
| 7243 | Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7244 | 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 . | — | Removed |
| 7245 | 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. | — | Removed |
| 7246 | If you submit a privacy right request, we must verify your identity before fulfilling your requests. | — | Removed |
| 7247 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 7248 | We will only use personal information provided in a request to verify the requestor’s identity. | — | Removed |
| 7249 | 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. | — | Removed |
| 7250 | We will respond to requests within the time period required by applicable law. | — | Removed |
| 7251 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 7252 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 7253 | 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. | — | Removed |
| 7254 | 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. | — | Removed |
| 7255 | Submitting a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 7256 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 7257 | For example, if you request to delete your personal information, we may retain some or all of it for legal purposes. | — | Removed |
| 7258 | We do respond to Global Privacy Control (GPC) browser signals. | — | Removed |
| 7259 | You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7260 | 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 . | — | Removed |
| 7261 | 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). | — | Removed |
| 7262 | 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. | — | Removed |
| 7263 | 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. | — | Removed |
| 7264 | 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 . | — | Removed |
| 7265 | You may also contact us at: Gusto, Inc. | — | Removed |
| 7266 | Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 [email protected] Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time. | — | Removed |
| 7267 | We will notify you of any material changes to this Privacy Notice as required by law. | — | Removed |
| 7268 | Changes to this Privacy Notice will be posted on the website where this appears. | — | Removed |
| 7269 | 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. | — | Removed |
| 7270 | We recommend you review this Privacy Notice periodically. | — | Removed |
| 7271 | Additional Notice to California Consumers Sensitive Personal Information We Collect : As listed in Section 2, “How We Use Personal Information” 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”. | — | Removed |
| 7272 | 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. | — | Removed |
| 7273 | The right to request deletion of your personal information, subject to certain exceptions. | — | Removed |
| 7274 | The right to request that we correct inaccurate or incomplete personal information. | — | Removed |
| 7275 | The right to limit the use and disclosure of your sensitive personal information. | — | Removed |
| 7276 | 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. | — | Removed |
| 7277 | The right not to receive discriminatory treatment for exercising your rights. | — | Removed |
| 7278 | Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal . | — | Removed |
| 7279 | You may also use the resources provided in the “Contact Information” section above. | — | Removed |
| 7280 | Effective November 16th 2023 to July 11th 2025 Download Table of Contents Last Updated: August 21, 2023 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., dba Gusto and its subsidiaries (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website ( https://gusto.com ), including through our associated point-of-sale or mobile applications (the “Site”), or our online payroll, benefits, human resources, financial, and other services (collectively, the “Services”). | — | Removed |
| 7281 | By accessing the Site or using the Services, you agree to our collection, use and disclosure of your information as outlined in this Privacy Policy. | — | Removed |
| 7282 | If you access our Services through your employer or another entity (our “Customer”), please note that this data and your account are controlled by the Customer and we process this data at their direction. | — | Removed |
| 7283 | August 2023 changes to this Privacy Policy : We updated our statement regarding the policy towards children, consolidated state specific information, made format changes, added a reference page for previous versions, and updated methods through which you may exercise your privacy rights. 1. | — | Removed |
| 7284 | Information We Collect and How We Collect It When you access our Site or use the Services, we collect and store certain information about you, including “personal information.” Personal information is information that, alone or in combination with other information in our possession, could be used to personally identify you. | — | Removed |
| 7285 | We collect the following categories of personal information and other information as described below. | — | Removed |
| 7286 | A. | — | Removed |
| 7287 | Information you provide Information You Provide Directly . | — | Removed |
| 7288 | We may collect or receive the following categories of personal information when you, your employer, or your employer’s designated administrator or accountant access the Site, request to receive information about Gusto or its Services, create an account, verify your identity, use any of the Services, or otherwise communicate with us, including through customer support channels. | — | Removed |
| 7289 | Financial Information , such as: Bank account and routing number Bank account balance and transaction information Identification Information , such as: Name, mailing address, email address, phone number, birthdate Social Security number, Taxpayer Identification number Government-issued documentation, such as drivers license or passport Taxpayer Information , such as: Federal Employer Identification Number (FEIN) Tax withholding selections, including how many dependents you have, jobs you’ve worked in a year, and your tax filing status Health and Welfare Benefits Information , such as: Identification information for you and your dependents Life events and conditions that impact benefits eligibility, including marital status, employment information, and illness or disability information Insurance policy information, including plan numbers, benefits and coverage information, and premium amounts Insurance claim information, including monetary amounts, CPT codes, and other information required to process or verify claims Other Information You Voluntarily Choose to Provide . | — | Removed |
| 7290 | We may collect information, including personal information, that you voluntarily provide to us when you: participate in surveys, contests, sweepstakes, or promotions register for, attend, or participate in conferences, webinars, or events provide us feedback or comment on our blogs or social media pages submit information to us so that we can assess potential business opportunities apply for a job position with us B. | — | Removed |
| 7291 | Information collected automatically We automatically collect certain information when you access the Site or use the Services. | — | Removed |
| 7292 | Communication Information , such as: audio, electronic, or visual information, which includes screen sharing views any data in any files uploaded, emailed or otherwise provided by customers the contents of your communications with us, whether via email, social media, telephone or otherwise and inferences we may make from other Personal Information we collect We collect this information for the uses stated in this policy or to provide accommodations under applicable law including the Americans with Disabilities Act. | — | Removed |
| 7293 | Electronic & Online Identifiers (IDs) , such as: If on a mobile device: mobile carrier, device IDs, and mobile advertising IDs If using a browser: operating system, browser type, and Internet Protocol (IP) address Geolocation Information , such as: Approximate location derived from IP address (if using a browser) Precise location (based on the GPS coordinates of your device) only if you have opted into a product feature that includes it (such as a geo-fenced or geo-location time tracking service). | — | Removed |
| 7294 | Internet Activity Information , such as: Your “log-in” and “log-out” information The pages that you visit before, after, and while using our Services Pages you visit, links you click, and the content you view on the Site Single Sign-On Information (SSO) that allows us to verify your authorized access to the Services from another service you use and with which we partner, such as your email. | — | Removed |
| 7295 | We collect information using Tracking Technologies , such as: Cookies, which are small text files that websites send to your computer or mobile device. | — | Removed |
| 7296 | This includes session cookies (which are deleted once you close your browser) and persistent cookies (which remain on your computer or device until you delete them or they expire) Pixel tags (also known as web beacons), which are pieces of code embedded in our Services that collect information about engagement on our Site or emails. | — | Removed |
| 7297 | To make it easier, we call cookies and pixel tags/web beacons “Tracking Technologies.” Please read our Cookie Policy here . | — | Removed |
| 7298 | Analytics: We use the third-party analytics tools such as Google Analytics, New Relic, Amplitude, FullStory, and Bugsnag, to assist us with analyzing our website traffic and help us improve the performance of our Site and Services. | — | Removed |
| 7299 | These services may use cookies and other tracking technologies to perform their services: Google Analytics. | — | Removed |
| 7300 | For more information, visit Google Analytics’ Privacy Policy New Relic. | — | Removed |
| 7301 | For more information, visit New Relic’s Privacy Policy Amplitude. | — | Removed |
| 7302 | For more information, visit Amplitude’s Privacy Policy FullStory. | — | Removed |
| 7303 | For more information, visit FullStory’s Privacy Policy Bugsnag. | — | Removed |
| 7304 | For more information, visit BugSnag’s Privacy Policy We use Tracking Technologies for the following purposes : when it is operationally necessary for us to provide you access to our Site or Services. | — | Removed |
| 7305 | This also includes tracking behavior in order to protect against irregular, fraudulent, or possibly illegal behavior on our Site or Services to assess the performance of how you and others use our Site and Services (for more information, see the Analytics section above) to enhance the functionality of our Site or Services. | — | Removed |
| 7306 | This includes identifying you when you sign into our Services and keeping track of your preferences, interests, or past items viewed to target our advertising to you using Tracking Technologies that we or our third-party partners place on our Site or other websites Social Media Platforms. | — | Removed |
| 7307 | 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). | — | Removed |
| 7308 | 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. | — | Removed |
| 7309 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7310 | C. | — | Removed |
| 7311 | Information collected from third parties We may collect and receive information about you, including personal information, from third parties, such as your employer, your employer’s accountant or service providers, financial institutions, credit bureaus, insurance carriers and third-party administrators, and our service providers, for the purposes described in this Privacy Policy. | — | Removed |
| 7312 | In addition, we may receive demographic and business industry information about you from third parties to help us better understand our users and to improve and market the Services. | — | Removed |
| 7313 | We may use Plaid Technologies, Inc. | — | Removed |
| 7314 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7315 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . 2. | — | Removed |
| 7316 | How We Use Your Information We use information that we collect about you for the following purposes: To develop and provide you with the Site and Services , including to: operate the Site, manage accounts and provide the Services determine your eligibility for our Services and our partners’ programs improve, personalize, and enable your use of the Site and Services develop new products and features To protect Gusto, our users, and the public, and comply with applicable law, regulation, or legal process , including to: validate user information for fraud and risk detection purposes resolve disputes and protect the rights of users and third parties respond to claims and legal process (such as subpoenas and court orders) monitor and enforce compliance with the applicable Terms of Service prevent or stop any activity that may be illegal, unethical, or legally actionable To operate our business , including to: process payment transactions manage and enforce contracts with you or with third parties manage our corporate governance, compliance and auditing practices recruit new hires, if you submit an application for employment with Gusto generate anonymized or aggregated data To communicate with you as part of your use of Services , including to: respond to requests or questions you submit to our support staff send you surveys and get your feedback about the Services otherwise contact you with Services-related notices To advertise and market to you , including to: determine your eligibility for certain programs, events, and offers inform you of our or our partners’ products, services, features or promotions provide you with newsletters, articles, reports, and announcements develop “interest-based” or “personalized advertising,” including through cross-device tracking For any other purpose for which you, your employer, or your employer’s agent expressly authorize us to use your information. 3. | — | Removed |
| 7317 | When and with Whom We Share Your Information We will only share your information with the categories of third parties listed below for the purposes described above in Section 2, “How We Use Your Information” section, unless otherwise noted at the point of collection. | — | Removed |
| 7318 | Service Providers that have signed an agreement with us that limits how they use your information and promises to keep your information confidential. | — | Removed |
| 7319 | Examples include: banks, financial institutions, and credit bureaus companies or organizations that provide services such as website hosting (ex: AWS), customer management (ex: Salesforce) and customer service Business Partners with whom we jointly offer products or services. | — | Removed |
| 7320 | Examples include: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7321 | 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; and (iii) compliant 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 Site or Services, such as accounting software (ex: Xero) and 401(k) management (ex: Guideline). | — | Removed |
| 7322 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7323 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7324 | 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 , including taxing authorities and their authorized collectors, in the countries in which we operate, only as necessary for us to provide you with the Services. | — | Removed |
| 7325 | Other parties under the circumstances described below: for legal reasons , including: with companies that verify your identity for us and detect fraud with legal and financial advisors, auditors, examiners, and certain (including potential) investors 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 assist with an investigation or prosecution of suspected or actual illegal activity to manage the 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. 4. | — | Removed |
| 7326 | Your Privacy Rights and Choices Your Privacy Rights . | — | Removed |
| 7327 | Depending on where you reside and in accordance with applicable law, you may have the following rights with regard to your Personal Information: Notice Access Data Portability Erasure Correction Automated Decision Making Limited Use of Sensitive Personal Information Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights For a description of these rights, please see the applicable chart in Section 9 of this Privacy Policy, "Notice to California Consumers." In addition, you may have the right to opt out of targeted advertising and profiling, to the extent that profiling makes decisions that produce legal or similarly significant effects concerning you. | — | Removed |
| 7328 | To exercise any of these rights please contact us using the resources in the “Contact Information” Section below. | — | Removed |
| 7329 | If you would like to opt out of targeted advertising, the sale of your Personal Information, or profiling, you may submit your opt-out request here: Consumer Request Portal In the event you choose to exercise your rights under applicable law, we will verify your request in accordance with the “Verification” Section in Section 10 of this Privacy Policy. | — | Removed |
| 7330 | Where we collect sensitive Personal Information from you, we will only do so where we have obtained your prior express consent, if required by law. | — | Removed |
| 7331 | Your Privacy Choices. | — | Removed |
| 7332 | The privacy choices you may have about your personal information are described below. | — | Removed |
| 7333 | Email and Text Messages. | — | Removed |
| 7334 | You can opt out of our promotional emails by using the unsubscribe link located at the bottom of our promotional emails, contacting us as described below, or visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7335 | You can opt out of text messages from us by replying “STOP” or contacting us as described below. | — | Removed |
| 7336 | If you decide to opt-out, we may still send you non-promotional communications such as your payday emails and messages about your account. | — | Removed |
| 7337 | Mobile Notifications. | — | Removed |
| 7338 | We may send you push notifications through our mobile app. | — | Removed |
| 7339 | You can opt out from receiving push notifications by changing the settings on your mobile device. “Do Not Track.” Do Not Track (“DNT”) is a privacy setting you can set on some web browsers that signals to websites like ours that you don’t want your online activities to be tracked. | — | Removed |
| 7340 | At this time, we do not respond to DNT signals sent to us by your web browser. | — | Removed |
| 7341 | Cookies and Interest-Based Advertising. | — | Removed |
| 7342 | You may stop us from sending Tracking Technologies to your browser by changing the settings on your browser. | — | Removed |
| 7343 | However, if you block all Tracking Technologies, our Services may not work properly. | — | Removed |
| 7344 | Please note you must separately opt out in each browser and on each device. | — | Removed |
| 7345 | You can learn how to manage your cookies on these popular browsers by clicking on the links below. | — | Removed |
| 7346 | Google Chrome. | — | Removed |
| 7347 | For more information, visit Google Chrome Internet Explorer. | — | Removed |
| 7348 | For more information, visit Internet Explorer Mozilla Firefox. | — | Removed |
| 7349 | For more information, visit Mozilla Firefox Safari - Desktop. | — | Removed |
| 7350 | For more information, visit Safari (Desktop) Safari - Mobile. | — | Removed |
| 7351 | For more information, visit Safari (Mobile) Android - Browser. | — | Removed |
| 7352 | For more information, visit Android Browser You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7353 | 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 . 5. | — | Removed |
| 7354 | Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with applicable privacy laws in the states and countries in which we operate. | — | Removed |
| 7355 | Your personal information will be kept on our servers or on those of our service providers and only those employees that require it for the purposes of their duties will have access to your personal information. | — | Removed |
| 7356 | We have also implemented controls which require our third-party service providers and partners to have appropriate safeguards to protect your personal information. | — | Removed |
| 7357 | However, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7358 | We also depend on you to protect your information. | — | Removed |
| 7359 | If you become aware of any breach of security or privacy, please notify us immediately. | — | Removed |
| 7360 | To the fullest extent permitted by applicable law, we do not accept liability for unauthorized disclosure. 6. | — | Removed |
| 7361 | 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. | — | Removed |
| 7362 | Your information may be accessible to the courts, law enforcement, and national security authorities of the United States. | — | Removed |
| 7363 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7364 | If your personal information is transferred to a country other than your home country, we will take measures to protect your personal information with appropriate contract clauses. | — | Removed |
| 7365 | To obtain more information about Gusto’s policies and practices with respect to service providers outside your country, please contact us as set forth below. 7. | — | Removed |
| 7366 | Links to Other Sites This Privacy Policy only covers the privacy practices of Gusto. | — | Removed |
| 7367 | It does not apply to the practices of third-party websites, services, or applications, even those who we have partnered or integrated with. | — | Removed |
| 7368 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 7369 | We are not responsible for their policies, practices, or handling of your information. 8. | — | Removed |
| 7370 | Our Policy Toward Children The Service is not directed to children under 16 and we do not have actual knowledge of any sale of personal information of children under 16. | — | Removed |
| 7371 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. 9. | — | Removed |
| 7372 | Notice to California Consumers This Section applies to our collection and use of “Personal Information” if you are a resident of California, as required by the California Consumer Privacy Act of 2018 (the "CCPA") and its implementing regulations, as amended by the California Privacy Rights Act (the “CPRA”). | — | Removed |
| 7373 | This Section describes (1) the categories of Personal Information, collected and disclosed by us, subject to CPRA, (2) your privacy rights under CPRA, and (3) how to exercise your rights. | — | Removed |
| 7374 | When we use the term “Personal Information” in the context of the CPRA, we mean information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular California consumer or household. | — | Removed |
| 7375 | If you would like to receive a copy of this Section in an alternate format (e.g., printable) or language, please contact us using the information found below in this Privacy Policy. | — | Removed |
| 7376 | Categories of Personal Information Collected, Used, and Disclo sed Category of Personal Information Categories of Third Parties to whom Personal Information is Disclosed for a Business Purpose Identifiers (ex: name, email address, mailing address, phone number, signature) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Personal information categories listed in the California Customer Records statute (Cal. | — | Removed |
| 7377 | Civ. | — | Removed |
| 7378 | Code § 1798.80(e)) (ex: Social Security number, passport number, driver's license or state identification card number, insurance policy number, employment, employment history, financial information, medical information, or health insurance information) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Protected classification characteristics under California or federal law (ex: age, race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, gender, sex, sexual orientation, veteran or military status, genetic information (including familial genetic information) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Commercial information (ex: sales engagement history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Biometric information (ex: photographs of office visitors for identification badges) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Internet or other electronic network activity information (ex: IP address, unique personal identifier, web history, advertising history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Geolocation data (ex: the location from which you’re logging in) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Employment-related information (ex: employment history, employer name) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Education information (ex: education history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) We obtain the above Personal Information from the sources identified in Section 1 of this Privacy Policy. | — | Removed |
| 7379 | We use the above Personal Information for the business purposes set forth in Section 2 of this Privacy Policy. | — | Removed |
| 7380 | We also disclose the above Personal Information for the purposes set forth in Section 3 above. | — | Removed |
| 7381 | Retention of Data : We will retain each category of your Personal Information for as long as necessary to fulfill the purposes described in the “How We Use Your Information” section above, unless otherwise required by applicable laws. | — | Removed |
| 7382 | 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 recordkeeping 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. | — | Removed |
| 7383 | Your California Privacy Rights If you are a resident of California, you have the following rights: Privacy Right Description Notice The right to be notified of what categories of Personal Information will be collected at or before the point of collection and the purposes for which they will be used and shared. | — | Removed |
| 7384 | Access The right to request the categories of Personal Information that we collected in the previous twelve (12) months, the categories of sources from which the Personal Information was collected, the specific pieces of Personal Information we have collected about you, and the business purposes for which such Personal Information is collected and shared. | — | Removed |
| 7385 | You may also have the right to request the categories of Personal Information which were disclosed for business purposes, and the categories of third parties in the twelve (12) months preceding your request for your Personal Information. | — | Removed |
| 7386 | Data Portability The right to receive the Personal Information you have previously provided to us. | — | Removed |
| 7387 | Erasure The right to have your Personal Information deleted. | — | Removed |
| 7388 | However, please be aware that we may not fulfill your request for deletion if we (or our service provider(s)) are required or permitted to retain your Personal Information for one or more of the following categories of purposes: (1) to complete a transaction for which the Personal Information was collected, provide a good or service requested by you, or complete a contract between us and you; (2) to ensure our website integrity, security, and functionality; (3) to comply with applicable law or a legal obligation, or exercise rights under the law (including free speech rights); or (4) to otherwise use your Personal Information internally, in a lawful manner that is compatible with the context in which you provided it. | — | Removed |
| 7389 | Correction You have the right to request that we correct any incorrect Personal Information that we collect or retain about you, subject to certain exceptions. | — | Removed |
| 7390 | Once we receive and confirm your verifiable consumer request (see below), we will correct (and direct any of our service providers that hold your data on our behalf to correct) your Personal Information from our records, unless an exception applies. | — | Removed |
| 7391 | We may deny your correction request if (a) we believe the Personal Information we maintain about you is accurate; (b) correcting the information would be impossible or involve disproportionate; or (c) if the request conflicts with our legal obligations. | — | Removed |
| 7392 | Automated Decision Making You have the right to request information about the logic involved in automated decision-making and a description of the likely outcome of processes, and the right to opt out. | — | Removed |
| 7393 | We do not currently engage in any automated decision-making practices. | — | Removed |
| 7394 | Sales and Sharing of Personal Information We sell and share your Personal Information, including name and contact information, with third parties, including our Advertising Partners, as described in Section 3. | — | Removed |
| 7395 | Limit Use of Sensitive Personal Information You have the right to limit the use of your sensitive Personal Information (e.g. Social Security number and driver’s license information) to only that which is necessary for providing our Services. | — | Removed |
| 7396 | Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights You have the right not to receive discriminatory treatment from Gusto for exercising the privacy rights granted by the CCPA. | — | Removed |
| 7397 | Only you, or a person registered with the California Secretary of State that you authorize to act on your behalf (authorized agent,) may make a request related to your Personal Information. | — | Removed |
| 7398 | You may also make a request on behalf of your minor child. | — | Removed |
| 7399 | You may only make a request for access or data portability twice within a 12-month period. | — | Removed |
| 7400 | The request must: Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative. | — | Removed |
| 7401 | Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. | — | Removed |
| 7402 | If you would like to opt out of sharing or the sales of your Personal Information, you may submit your opt-out request here . | — | Removed |
| 7403 | If you would like to limit the use of your sensitive Personal Information, you may submit your request here . | — | Removed |
| 7404 | You may also submit your request by mailing it to our address in Section 12 below. 10. | — | Removed |
| 7405 | Exercising Your Individual Privacy Rights To exercise any of the privacy rights afforded to you under applicable data protection law, please submit a request to us by mailing it to our address in Section 12 below. | — | Removed |
| 7406 | You may also use this link to submit your request: Consumer Request Portal . | — | Removed |
| 7407 | Verification: We must verify your identity before fulfilling your requests. | — | Removed |
| 7408 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 7409 | We will only use Personal Information provided in a request to verify the requestor’s identity. | — | Removed |
| 7410 | If you are an authorized agent making a request on behalf of a California consumer, we will also need to verify your identity, which may require proof of your written authorization or evidence of a power of attorney. | — | Removed |
| 7411 | We endeavor to respond to requests within the time period required by applicable law. | — | Removed |
| 7412 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 7413 | If you have an account with us, we will deliver our written response to that account. | — | Removed |
| 7414 | If you do not have an account with us, we will deliver our written response by mail or electronically, at your option. | — | Removed |
| 7415 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 7416 | 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. | — | Removed |
| 7417 | We cannot respond to your request or provide you with Personal Information if we cannot verify your identity and confirm the Personal Information relates to you. | — | Removed |
| 7418 | Making a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 7419 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 7420 | For example, if you request to delete Personal Information, we may retain Personal Information that we need to retain for legal purposes. 11. | — | Removed |
| 7421 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7422 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7423 | If we make any material changes to this policy, we will notify you of such changes by posting them on the Site, informing you through the Services, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7424 | By continuing to access or use the Site or the Services after those changes become effective, you agree to be bound by the revised policy. | — | Removed |
| 7425 | For previous versions of our privacy policy, please refer to the menu at the top of this page. 12. | — | Removed |
| 7426 | Contact Information If you have any questions about our privacy practices or this Privacy Policy, or to exercise your privacy rights as detailed in this Privacy Policy, please contact us at: Gusto Attn: Privacy Program Director 525 20th Street San Francisco, CA 94107 Effective November 16th 2023 to November 16th 2023 Download Table of Contents Last Updated: January 1, 2023 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., dba Gusto and its subsidiaries (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website ( https://gusto.com ), including through our associated point-of-sale or mobile applications (the “Site”), or our online payroll, benefits, human resources, financial, and other services (collectively, the “Services”). | — | Removed |
| 7427 | By accessing the Site or using the Services, you agree to our collection, use and disclosure of your information as outlined in this Privacy Policy. | — | Removed |
| 7428 | If you access our Services through your employer or another entity (our “Customer”), please note that this data and your account are controlled by the Customer and we process this data at their direction. | — | Removed |
| 7429 | January 2023 changes to this Privacy Policy : We updated the notice to California consumers pursuant to the California Privacy Rights Act (CPRA), which amended the California Consumer Privacy Act (CCPA) and went into effect on January 1, 2023, and added a reference to our Cookie Policy and a section detailing how consumers can exercise their individual privacy rights. 1. | — | Removed |
| 7430 | Information We Collect and How We Collect It When you access our Site or use the Services, we collect and store certain information about you, including “personal information.” Personal information is information that, alone or in combination with other information in our possession, could be used to personally identify you. | — | Removed |
| 7431 | We collect the following categories of personal information and other information as described below. | — | Removed |
| 7432 | A. | — | Removed |
| 7433 | Information you provide Information You Provide Directly. | — | Removed |
| 7434 | We may collect or receive the following categories of personal information when you, your employer, or your employer’s designated administrator or accountant access the Site, request to receive information about Gusto or its Services, create an account, verify your identity, use any of the Services, or otherwise communicate with us, including through customer support channels. | — | Removed |
| 7435 | Financial Information , such as: Bank account and routing number Bank account balance and transaction information Identification Information , such as: Name, mailing address, email address, phone number, birthdate Social Security number, Taxpayer Identification number Government-issued documentation, such as drivers license or passport Taxpayer Information , such as: Federal Employer Identification Number (FEIN) Tax withholding selections, including how many dependents you have, jobs you’ve worked in a year, and your tax filing status Health and Welfare Benefits Information , such as: Identification information for you and your dependents Life events and conditions that impact benefits eligibility, including marital status, employment information, and illness or disability information Insurance policy information, including plan numbers, benefits and coverage information, and premium amounts Insurance claim information, including monetary amounts, CPT codes, and other information required to process or verify claims Other Information You Voluntarily Choose to Provide . | — | Removed |
| 7436 | We may collect information, including personal information, that you voluntarily provide to us when you: participate in surveys, contests, sweepstakes, or promotions register for, attend, or participate in conferences, webinars, or events provide us feedback or comment on our blogs or social media pages submit information to us so that we can assess potential business opportunities apply for a job position with us B. | — | Removed |
| 7437 | Information collected automatically We automatically collect certain information when you access the Site or use the Services. | — | Removed |
| 7438 | Communication Information , such as: audio, electronic, or visual information, which includes screen sharing views any data in any files uploaded, emailed or otherwise provided by customers the contents of your communications with us, whether via email, social media, telephone or otherwise and inferences we may make from other Personal Information we collect We collect this information for the uses stated in this policy or to provide accommodations under applicable law including the Americans with Disabilities Act. | — | Removed |
| 7439 | Electronic & Online Identifiers (IDs) , such as: If on a mobile device: mobile carrier, device IDs, and mobile advertising IDs If using a browser: operating system, browser type, and Internet Protocol (IP) address Geolocation Information , such as: Approximate location derived from IP address (if using a browser) Precise location (based on the GPS coordinates of your device) only if you have opted into a product feature that includes it (such as a geo-fenced or geo-location time tracking service). | — | Removed |
| 7440 | Internet Activity Information , such as: Your “log-in” and “log-out” information The pages that you visit before, after, and while using our Services Pages you visit, links you click, and the content you view on the Site Single Sign-On Information (SSO) that allows us to verify your authorized access to the Services from another service you use and with which we partner, such as your email. | — | Removed |
| 7441 | We collect information using Tracking Technologies , such as: Cookies, which are small text files that websites send to your computer or mobile device. | — | Removed |
| 7442 | This includes session cookies (which are deleted once you close your browser) and persistent cookies (which remain on your computer or device until you delete them or they expire) Pixel tags (also known as web beacons), which are pieces of code embedded in our Services that collect information about engagement on our Site or emails. | — | Removed |
| 7443 | To make it easier, we call cookies and pixel tags/web beacons “Tracking Technologies.” Please read our Cookie Policy here . | — | Removed |
| 7444 | We use the third-party analytics tools such as Google Analytics, New Relic, Amplitude, FullStory, and Bugsnag, to assist us with analyzing our website traffic and help us improve the performance of our Site and Services. | — | Removed |
| 7445 | These services may use cookies and other tracking technologies to perform their services: Google Analytics. | — | Removed |
| 7446 | For more information, visit Google Analytics’ Privacy Policy New Relic. | — | Removed |
| 7447 | For more information, visit New Relic’s Privacy Policy Amplitude. | — | Removed |
| 7448 | For more information, visit Amplitude’s Privacy Policy FullStory. | — | Removed |
| 7449 | For more information, visit FullStory’s Privacy Policy Bugsnag. | — | Removed |
| 7450 | For more information, visit BugSnag’s Privacy Policy We use Tracking Technologies for the following purposes : when it is operationally necessary for us to provide you access to our Site or Services. | — | Removed |
| 7451 | This also includes tracking behavior in order to protect against irregular, fraudulent, or possibly illegal behavior on our Site or Services to assess the performance of how you and others use our Site and Services (for more information, read the Analytics section below) to enhance the functionality of our Site or Services. | — | Removed |
| 7452 | This includes identifying you when you sign into our Services and keeping track of your preferences, interests, or past items viewed to target our advertising to you using Tracking Technologies that we or our third-party partners place on our Site or other websites Social Media Platforms. | — | Removed |
| 7453 | 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). | — | Removed |
| 7454 | 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. | — | Removed |
| 7455 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7456 | C. | — | Removed |
| 7457 | Information collected from third parties We may collect and receive information about you, including personal information, from third parties, such as your employer, your employer’s accountant or service providers, financial institutions, credit bureaus, insurance carriers and third-party administrators, and our service providers, for the purposes described in this Privacy Policy. | — | Removed |
| 7458 | In addition, we may receive demographic and business industry information about you from third parties to help us better understand our users and to improve and market the Services. | — | Removed |
| 7459 | We may use Plaid Technologies, Inc. | — | Removed |
| 7460 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7461 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . 2. | — | Removed |
| 7462 | How We Use Your Information We use information that we collect about you for the following purposes: To develop and provide you with the Site and Services , including to: operate the Site, manage accounts and provide the Services determine your eligibility for our Services and our partners’ programs improve, personalize, and enable your use of the Site and Services develop new products and features To protect Gusto, our users, and the public, and comply with applicable law, regulation, or legal process , including to: validate user information for fraud and risk detection purposes resolve disputes and protect the rights of users and third parties respond to claims and legal process (such as subpoenas and court orders) monitor and enforce compliance with the applicable Terms of Service prevent or stop any activity that may be illegal, unethical, or legally actionable To operate our business , including to: process payment transactions manage and enforce contracts with you or with third parties manage our corporate governance, compliance and auditing practices recruit new hires, if you submit an application for employment with Gusto generate anonymized or aggregated data To communicate with you as part of your use of Services , including to: respond to requests or questions you submit to our support staff send you surveys and get your feedback about the Services otherwise contact you with Services-related notices To advertise and market to you , including to: determine your eligibility for certain programs, events, and offers inform you of our or our partners’ products, services, features or promotions provide you with newsletters, articles, reports, and announcements develop “interest-based” or “personalized advertising,” including through cross-device tracking For any other purpose for which you, your employer, or your employer’s agent expressly authorize us to use your information. 3. | — | Removed |
| 7463 | When and with Whom We Share Your Information We will only share your information with the categories of third parties listed below for the purposes described above in the “Use of Your Information” section, unless otherwise noted at the point of collection. | — | Removed |
| 7464 | Service Providers that have signed an agreement with us that limits how they use your information and promises to keep your information confidential. | — | Removed |
| 7465 | Examples include: banks, financial institutions, and credit bureaus companies or organizations that provide services such as website hosting (ex: AWS), customer management (ex: Salesforce) and customer service Business Partners with whom we jointly offer products or services. | — | Removed |
| 7466 | Examples include: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7467 | 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; and (iii) compliant 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 Site or Services, such as accounting software (ex: Xero) and 401(k) management (ex: Guideline). | — | Removed |
| 7468 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7469 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7470 | 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 , including taxing authorities and their authorized collectors, in the countries in which we operate, only as necessary for us to provide you with the Services. | — | Removed |
| 7471 | Other parties under the circumstances described below: for legal reasons , including: with companies that verify your identity for us and detect fraud with legal and financial advisors, auditors, examiners, and certain (including potential) investors 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 assist with an investigation or prosecution of suspected or actual illegal activity to manage the 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. 4. | — | Removed |
| 7472 | Your Privacy Choices and Rights Your Privacy Rights . | — | Removed |
| 7473 | Depending on where you reside and in accordance with applicable law, you may have the following rights with regard to your Personal Information: Notice Access Data Portability Erasure Correction Opt Out of Sales of Personal Information For a description of these rights, please see the applicable chart in Section 5 of this Privacy Policy. | — | Removed |
| 7474 | In addition, you may have the right to opt out of targeted advertising and profiling, to the extent that profiling makes decisions that produce legal or similarly significant effects concerning you. | — | Removed |
| 7475 | To exercise any of these rights please contact us using the resources in the “Contact Information” Section below. | — | Removed |
| 7476 | If you would like to opt out of targeted advertising, the sale of your Personal Information, or profiling, you may submit your opt-out request here: Consumer Request Portal In the event you choose to exercise your rights under applicable law, we will verify your request in accordance with the “Verification” Section in Section 5 of this Privacy Policy. | — | Removed |
| 7477 | Where we collect sensitive Personal Information from you, we will only do so where we have obtained your prior express consent, if required by law. | — | Removed |
| 7478 | Your Privacy Choices. | — | Removed |
| 7479 | The privacy choices you may have about your personal information are determined by applicable law and are described below. | — | Removed |
| 7480 | Email and Text Messages. | — | Removed |
| 7481 | You can opt out of our promotional emails by using the unsubscribe link located at the bottom of our promotional emails, contacting us as described below, or visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7482 | You can opt out of text messages from us by replying “STOP” or contacting us as described below. | — | Removed |
| 7483 | If you decide to opt-out, we may still send you non-promotional communications such as your payday emails and messages about your account. | — | Removed |
| 7484 | Mobile Notifications. | — | Removed |
| 7485 | We may send you push notifications through our mobile app. | — | Removed |
| 7486 | You can opt out from receiving push notifications by changing the settings on your mobile device. “Do Not Track.” Do Not Track (“DNT”) is a privacy setting you can set on some web browsers that signals to websites like ours that you don’t want your online activities to be tracked. | — | Removed |
| 7487 | At this time, we do not respond to DNT signals sent to us by your web browser. | — | Removed |
| 7488 | Cookies and Interest-Based Advertising. | — | Removed |
| 7489 | You may stop us from sending Tracking Technologies to your browser by changing the settings on your browser. | — | Removed |
| 7490 | However, if you block all Tracking Technologies, our Services may not work properly. | — | Removed |
| 7491 | Please note you must separately opt out in each browser and on each device. | — | Removed |
| 7492 | You can learn how to manage your cookies on these popular browsers by clicking on the links below. | — | Removed |
| 7493 | Google Chrome. | — | Removed |
| 7494 | For more information, visit Google Chrome Internet Explorer. | — | Removed |
| 7495 | For more information, visit Internet Explorer Mozilla Firefox. | — | Removed |
| 7496 | For more information, visit Mozilla Firefox Safari - Desktop. | — | Removed |
| 7497 | For more information, visit Safari (Desktop) Safari - Mobile. | — | Removed |
| 7498 | For more information, visit Safari (Mobile) Android - Browser. | — | Removed |
| 7499 | For more information, visit Android Browser You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7500 | 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 . 5. | — | Removed |
| 7501 | Important Information Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with applicable privacy laws in the states and countries in which we operate. | — | Removed |
| 7502 | Your personal information will be kept on our servers or on those of our service providers and only those employees that require it for the purposes of their duties will have access to your personal information. | — | Removed |
| 7503 | We have also implemented controls which require our third-party service providers and partners to have appropriate safeguards to protect your personal information. | — | Removed |
| 7504 | However, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7505 | We also depend on you to protect your information. | — | Removed |
| 7506 | If you become aware of any breach of security or privacy, please notify us immediately. | — | Removed |
| 7507 | To the fullest extent permitted by applicable law, we do not accept liability for unauthorized disclosure. | — | Removed |
| 7508 | 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. | — | Removed |
| 7509 | Your information may be accessible to the courts, law enforcement, and national security authorities of the United States. | — | Removed |
| 7510 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7511 | If your personal information is transferred to a country other than your home country, we will take measures to protect your personal information with appropriate contract clauses. | — | Removed |
| 7512 | To obtain more information about Gusto’s policies and practices with respect to service providers outside your country, please contact us as set forth below. | — | Removed |
| 7513 | Links to Other Sites This Privacy Policy only covers the privacy practices of Gusto. | — | Removed |
| 7514 | It does not apply to the practices of third-party websites, services, or applications, even those who we have partnered or integrated with. | — | Removed |
| 7515 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 7516 | We are not responsible for their policies, practices, or handling of your information. | — | Removed |
| 7517 | Our Policy Toward Children The Service is not directed to children under 13. | — | Removed |
| 7518 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. | — | Removed |
| 7519 | Notice to California Consumers This Section applies to our collection and use of “Personal Information” if you are a resident of California, as required by the California Consumer Privacy Act of 2018 and its implementing regulations, as amended by the California Privacy Rights Act (the “CPRA”). | — | Removed |
| 7520 | This Section describes (1) the categories of Personal Information, collected and disclosed by us, subject to CPRA, (2) your privacy rights under CPRA, and (3) how to exercise your rights. | — | Removed |
| 7521 | When we use the term “Personal Information” in the context of the CPRA, we mean information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular California consumer or household. | — | Removed |
| 7522 | If you would like to receive a copy of this Section in an alternate format (e.g., printable) or language, please contact us using the information found below in this Privacy Policy. | — | Removed |
| 7523 | Categories of Personal Information Collected, Used, and Disclo sed Category of Personal Information Categories of Third Parties to whom Personal Information is Disclosed for a Business Purpose Identifiers (ex: name, email address, mailing address, phone number, signature) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Personal information categories listed in the California Customer Records statute (Cal. | — | Removed |
| 7524 | Civ. | — | Removed |
| 7525 | Code § 1798.80(e)) (ex: Social Security number, passport number, driver's license or state identification card number, insurance policy number, employment, employment history, financial information, medical information, or health insurance information) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Protected classification characteristics under California or federal law (ex: age, race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, gender, sex, sexual orientation, veteran or military status, genetic information (including familial genetic information) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Commercial information (ex: sales engagement history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Biometric information (ex: photographs of office visitors for identification badges) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Internet or other electronic network activity information (ex: IP address, unique personal identifier, web history, advertising history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Geolocation data (ex: the location from which you’re logging in) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Employment-related information (ex: employment history, employer name) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) Education information (ex: education history) Service Providers and Business Partners (as described in Section 3 of this Privacy Policy) We obtain the above Personal Information from the sources identified in Section 1 of this Privacy Policy. | — | Removed |
| 7526 | We use the above Personal Information for the business purposes set forth in Section 2 of this Privacy Policy. | — | Removed |
| 7527 | We also disclose the above Personal Information for the purposes set forth in Section 3 above. | — | Removed |
| 7528 | Retention of Data : We will retain each category of your Personal Information for as long as necessary to fulfill the purposes described in the “How We Use Your Information” section above, unless otherwise required by applicable laws. | — | Removed |
| 7529 | 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 recordkeeping 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. | — | Removed |
| 7530 | Your California Privacy Rights If you are a resident of California, you have the following rights: Privacy Right Description Notice The right to be notified of what categories of Personal Information will be collected at or before the point of collection and the purposes for which they will be used and shared. | — | Removed |
| 7531 | Access The right to request the categories of Personal Information that we collected in the previous twelve (12) months, the categories of sources from which the Personal Information was collected, the specific pieces of Personal Information we have collected about you, and the business purposes for which such Personal Information is collected and shared. | — | Removed |
| 7532 | You may also have the right to request the categories of Personal Information which were disclosed for business purposes, and the categories of third parties in the twelve (12) months preceding your request for your Personal Information. | — | Removed |
| 7533 | Data Portability The right to receive the Personal Information you have previously provided to us. | — | Removed |
| 7534 | Erasure The right to have your Personal Information deleted. | — | Removed |
| 7535 | However, please be aware that we may not fulfill your request for deletion if we (or our service provider(s)) are required or permitted to retain your Personal Information for one or more of the following categories of purposes: (1) to complete a transaction for which the Personal Information was collected, provide a good or service requested by you, or complete a contract between us and you; (2) to ensure our website integrity, security, and functionality; (3) to comply with applicable law or a legal obligation, or exercise rights under the law (including free speech rights); or (4) to otherwise use your Personal Information internally, in a lawful manner that is compatible with the context in which you provided it. | — | Removed |
| 7536 | Correction You have the right to request that we correct any incorrect Personal Information that we collect or retain about you, subject to certain exceptions. | — | Removed |
| 7537 | Once we receive and confirm your verifiable consumer request (see below), we will correct (and direct any of our service providers that hold your data on our behalf to correct) your Personal Information from our records, unless an exception applies. | — | Removed |
| 7538 | We may deny your correction request if (a) we believe the Personal Information we maintain about you is accurate; (b) correcting the information would be impossible or involve disproportionate; or (c) if the request conflicts with our legal obligations. | — | Removed |
| 7539 | Automated Decision Making You have the right to request information about the logic involved in automated decision-making and a description of the likely outcome of processes, and the right to opt out. | — | Removed |
| 7540 | We do not currently engage in any automated decision-making practices. | — | Removed |
| 7541 | To Opt Out of Sales or Sharing of Personal Information We do not sell or share your Personal Information. | — | Removed |
| 7542 | However, if we did, you would have the right to opt out of the sale or sharing of your Personal Information. | — | Removed |
| 7543 | Limit Use of Sensitive Personal Information You have the right to limit the use of your sensitive Personal Information (e.g. Social Security number and driver’s license information) to only that which is necessary for providing our Services. | — | Removed |
| 7544 | Only you, or a person registered with the California Secretary of State that you authorize to act on your behalf (authorized agent,) may make a request related to your Personal Information. | — | Removed |
| 7545 | You may also make a request on behalf of your minor child. | — | Removed |
| 7546 | You may only make a request for access or data portability twice within a 12-month period. | — | Removed |
| 7547 | The request must: Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative. | — | Removed |
| 7548 | Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. | — | Removed |
| 7549 | Exercising Your Individual Privacy Rights To exercise any of the privacy rights afforded to you under applicable data protection law, please submit a request to us by emailing us at [email protected] Please use this link to submit your request: Consumer Request Portal California Residents: If you would like to opt out of sharing or the sales of your Personal Information, you may submit your opt-out request here or if you would like to limit the use of your sensitive Personal Information, you may submit your request by emailing us at [email protected] . | — | Removed |
| 7550 | Verification: We must verify your identity before fulfilling your requests. | — | Removed |
| 7551 | If we cannot initially verify your identity, we may request additional information to complete the verification process. | — | Removed |
| 7552 | We will only use Personal Information provided in a request to verify the requestor’s identity. | — | Removed |
| 7553 | If you are an authorized agent making a request on behalf of a California consumer, we will also need to verify your identity, which may require proof of your written authorization or evidence of a power of attorney. | — | Removed |
| 7554 | We endeavor to respond to requests within the time period required by applicable law. | — | Removed |
| 7555 | If we require more time, we will inform you of the reason and extension period in writing. | — | Removed |
| 7556 | If you have an account with us, we will deliver our written response to that account. | — | Removed |
| 7557 | If you do not have an account with us, we will deliver our written response by mail or electronically, at your option. | — | Removed |
| 7558 | We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. | — | Removed |
| 7559 | 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. | — | Removed |
| 7560 | We cannot respond to your request or provide you with Personal Information if we cannot verify your identity and confirm the Personal Information relates to you. | — | Removed |
| 7561 | Making a verifiable consumer request does not require you to create an account with us. | — | Removed |
| 7562 | We may deny certain requests, or only fulfill some in part, as permitted or required by law. | — | Removed |
| 7563 | For example, if you request to delete Personal Information, we may retain Personal Information that we need to retain for legal purposes. | — | Removed |
| 7564 | Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights You have the right not to receive discriminatory treatment from Gusto for exercising the privacy rights granted by the CCPA. | — | Removed |
| 7565 | Notice to Nevada Residents If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Information to third parties who intend to license or sell that Personal Information. | — | Removed |
| 7566 | Please note that we do not currently sell your Personal Information as sales are defined in Nevada Revised Statutes Chapter 603A. | — | Removed |
| 7567 | If you have any questions, please contact us as set forth below. | — | Removed |
| 7568 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7569 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7570 | If we make any material changes to this policy, we will notify you of such changes by posting them on the Site, informing you through the Services, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7571 | By continuing to access or use the Site or the Services after those changes become effective, you agree to be bound by the revised policy. | — | Removed |
| 7572 | Contact Information If you have any questions about our privacy practices or this Privacy Policy, or to exercise your privacy rights as detailed in this Privacy Policy, please contact us at: Gusto Attn: Privacy Program Director 525 20th Street San Francisco, CA 94107 [email protected] Effective November 16th 2023 to November 16th 2023 Download Table of Contents Last Updated: April 15, 2022 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., dba Gusto and its subsidiaries (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website ( https://gusto.com ), including through our associated point-of-sale or mobile applications (the “Site”), or our online payroll, benefits, human resources, financial, and other services (collectively, the “Services”). | — | Removed |
| 7573 | By accessing the Site or using the Services, you agree to our collection, use and disclosure of your information as outlined in this Privacy Policy. | — | Removed |
| 7574 | If you access our Services through your employer or another entity (our “Customer”), please note that this data and your account are controlled by the Customer and we process this data at their direction. | — | Removed |
| 7575 | April 2022 changes to this Privacy Policy: We added examples of a new category of information–Communication Information–that we collect automatically and updated the title of the individual responsible for all privacy-related inquiries. 1. | — | Removed |
| 7576 | Information We Collect and How We Collect It When you access our Site or use the Services, we collect and store certain information about you, including “personal information.” Personal information is information that, alone or in combination with other information in our possession, could be used to personally identify you. | — | Removed |
| 7577 | We collect the following categories of personal information and other information as described below. | — | Removed |
| 7578 | A. | — | Removed |
| 7579 | Information you provide Information You Provide Directly. | — | Removed |
| 7580 | We may collect or receive the following categories of personal information when you, your employer, or your employer’s designated administrator or accountant access the Site, request to receive information about Gusto or its Services, create an account, verify your identity, use any of the Services, or otherwise communicate with us, including through customer support channels. | — | Removed |
| 7581 | Financial Information , such as: Bank account and routing number Bank account balance and transaction information Identification Information , such as: Name, mailing address, email address, phone number, birthdate Social Security number, Taxpayer Identification number Government-issued documentation, such as drivers license or passport Taxpayer Information , such as: Federal Employer Identification Number (FEIN) Tax withholding selections, including how many dependents you have, jobs you’ve worked in a year, and your tax filing status Health and Welfare Benefits Information , such as: Identification information for you and your dependents Life events and conditions that impact benefits eligibility, including marital status, employment information, and illness or disability information Insurance policy information, including plan numbers, benefits and coverage information, and premium amounts Insurance claim information, including monetary amounts, CPT codes, and other information required to process or verify claims Other Information You Voluntarily Choose to Provide . | — | Removed |
| 7582 | We may collect information, including personal information, that you voluntarily provide to us when you: participate in surveys, contests, sweepstakes, or promotions register for, attend, or participate in conferences, webinars, or events provide us feedback or comment on our blogs or social media pages submit information to us so that we can assess potential business opportunities apply for a job position with us B. | — | Removed |
| 7583 | Information collected automatically We automatically collect certain information when you access the Site or use the Services. | — | Removed |
| 7584 | Communication Information , such as: audio, electronic, or visual information, which includes screen sharing views any data in any files uploaded, emailed or otherwise provided by customers the contents of your communications with us, whether via email, social media, telephone or otherwise and inferences we may make from other Personal Information we collect We collect this information for the uses stated in this policy or to provide accommodations under applicable law including the Americans with Disabilities Act. | — | Removed |
| 7585 | Electronic & Online Identifiers (IDs) , such as: If on a mobile device: mobile carrier, device IDs, and mobile advertising IDs If using a browser: operating system, browser type, and Internet Protocol (IP) address Geolocation Information , such as: Approximate location derived from IP address (if using a browser) Precise location (based on the GPS coordinates of your device) only if you have opted into a product feature that includes it (such as a geo-fenced or geo-location time tracking service). | — | Removed |
| 7586 | Internet Activity Information , such as: Your “log-in” and “log-out” information The pages that you visit before, after, and while using our Services Pages you visit, links you click, and the content you view on the Site Single Sign-On Information (SSO) that allows us to verify your authorized access to the Services from another service you use and with which we partner, such as your email. | — | Removed |
| 7587 | We collect information using Tracking Technologies , such as: Cookies, which are small text files that websites send to your computer or mobile device. | — | Removed |
| 7588 | This includes session cookies (which are deleted once you close your browser) and persistent cookies (which remain on your computer or device until you delete them or they expire) Pixel tags (also known as web beacons), which are pieces of code embedded in our Services that collect information about engagement on our Site or emails. | — | Removed |
| 7589 | To make it easier, we call cookies and pixel tags/web beacons “Tracking Technologies” We use the third-party analytics tools , including: Google Analytics. | — | Removed |
| 7590 | For more information, visit Google Analytics’ Privacy Policy New Relic. | — | Removed |
| 7591 | For more information, visit New Relic’s Privacy Policy Amplitude. | — | Removed |
| 7592 | For more information, visit Amplitude’s Privacy Policy FullStory. | — | Removed |
| 7593 | For more information, visit FullStory’s Privacy Policy Bugsnag. | — | Removed |
| 7594 | For more information, visit BugSnag’s Privacy Policy We use Tracking Technologies for the following purposes : when it is operationally necessary for us to provide you access to our Site or Services. | — | Removed |
| 7595 | This also includes tracking behavior in order to protect against irregular, fraudulent, or possibly illegal behavior on our Site or Services to assess the performance of how you and others use our Site and Services (for more information, read the Analytics section below) to enhance the functionality of our Site or Services. | — | Removed |
| 7596 | This includes identifying you when you sign into our Services and keeping track of your preferences, interests, or past items viewed to target our advertising to you using Tracking Technologies that we or our third-party partners place on our Site or other websites Social Media Platforms. | — | Removed |
| 7597 | 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). | — | Removed |
| 7598 | 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. | — | Removed |
| 7599 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7600 | C. | — | Removed |
| 7601 | Information collected from third parties We may collect and receive information about you, including personal information, from third parties, such as your employer, your employer’s accountant or service providers, financial institutions, credit bureaus, insurance carriers and third-party administrators, and our service providers, for the purposes described in this Privacy Policy. | — | Removed |
| 7602 | In addition, we may receive demographic and business industry information about you from third parties to help us better understand our users and to improve and market the Services. | — | Removed |
| 7603 | We may use Plaid Technologies, Inc. | — | Removed |
| 7604 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7605 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . 2. | — | Removed |
| 7606 | How We Use Your Information We use information that we collect about you for the following purposes: To develop and provide you with the Site and Services , including to: operate the Site, manage accounts and provide the Services determine your eligibility for our Services and our partners’ programs improve, personalize, and enable your use of the Site and Services develop new products and features To protect Gusto, our users, and the public, and comply with applicable law, regulation, or legal process , including to: validate user information for fraud and risk detection purposes resolve disputes and protect the rights of users and third parties respond to claims and legal process (such as subpoenas and court orders) monitor and enforce compliance with the applicable Terms of Service prevent or stop any activity that may be illegal, unethical, or legally actionable To operate our business , including to: process payment transactions manage and enforce contracts with you or with third parties manage our corporate governance, compliance and auditing practices recruit new hires, if you submit an application for employment with Gusto generate anonymized or aggregated data To communicate with you as part of your use of Services , including to: respond to requests or questions you submit to our support staff send you surveys and get your feedback about the Services otherwise contact you with Services-related notices To advertise and market to you , including to: determine your eligibility for certain programs, events, and offers inform you of our or our partners’ products, services, features or promotions provide you with newsletters, articles, reports, and announcements develop “interest-based” or “personalized advertising,” including through cross-device tracking For any other purpose for which you, your employer, or your employer’s agent expressly authorize us to use your information. 3. | — | Removed |
| 7607 | When and with Whom We Share Your Information We will only share your information with the categories of third parties listed below for the purposes described above in the “Use of Your Information” section, unless otherwise noted at the point of collection. | — | Removed |
| 7608 | Service Providers that have signed an agreement with us that limits how they use your information and promises to keep your information confidential. | — | Removed |
| 7609 | Examples include: banks, financial institutions, and credit bureaus companies or organizations that provide services such as website hosting (ex: AWS), customer management (ex: Salesforce) and customer service Business Partners with whom we jointly offer products or services. | — | Removed |
| 7610 | Examples include: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7611 | 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; and (iii) compliant 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 Site or Services, such as accounting software (ex: Xero) and 401(k) management (ex: Guideline). | — | Removed |
| 7612 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7613 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7614 | 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 , including taxing authorities and their authorized collectors, in the countries in which we operate, only as necessary for us to provide you with the Services. | — | Removed |
| 7615 | Other parties under the circumstances described below: for legal reasons , including: with companies that verify your identity for us and detect fraud with legal and financial advisors, auditors, examiners, and certain (including potential) investors 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 assist with an investigation or prosecution of suspected or actual illegal activity to manage the 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. 4. | — | Removed |
| 7616 | Your Privacy Choices and Rights Your Privacy Choices. | — | Removed |
| 7617 | The privacy choices you may have about your personal information are determined by applicable law and are described below. | — | Removed |
| 7618 | Email and Text Messages. | — | Removed |
| 7619 | You can opt out of our promotional emails by using the unsubscribe link located at the bottom of our promotional emails, contacting us as described below, or visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7620 | You can opt out of text messages from us by replying “STOP” or contacting us as described below. | — | Removed |
| 7621 | If you decide to opt-out, we may still send you non-promotional communications such as your payday emails and messages about your account. | — | Removed |
| 7622 | Mobile Notifications. | — | Removed |
| 7623 | We may send you push notifications through our mobile app. | — | Removed |
| 7624 | You can opt out from receiving push notifications by changing the settings on your mobile device. “Do Not Track.” Do Not Track (“DNT”) is a privacy setting you can set on some web browsers that signals to websites like ours that you don’t want your online activities to be tracked. | — | Removed |
| 7625 | At this time, we do not respond to DNT signals sent to us by your web browser. | — | Removed |
| 7626 | Cookies and Interest-Based Advertising. | — | Removed |
| 7627 | You may stop us from sending Tracking Technologies to your browser by changing the settings on your browser. | — | Removed |
| 7628 | However, if you block all Tracking Technologies, our Services may not work properly. | — | Removed |
| 7629 | Please note you must separately opt out in each browser and on each device. | — | Removed |
| 7630 | You can learn how to manage your cookies on these popular browsers by clicking on the links below. | — | Removed |
| 7631 | Google Chrome. | — | Removed |
| 7632 | For more information, visit Google Chrome Internet Explorer. | — | Removed |
| 7633 | For more information, visit Internet Explorer Mozilla Firefox. | — | Removed |
| 7634 | For more information, visit Mozilla Firefox Safari - Desktop. | — | Removed |
| 7635 | For more information, visit Safari (Desktop) Safari - Mobile. | — | Removed |
| 7636 | For more information, visit Safari (Mobile) Android - Browser. | — | Removed |
| 7637 | For more information, visit Android Browser You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7638 | 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 . | — | Removed |
| 7639 | Your Privacy Rights . | — | Removed |
| 7640 | In accordance with applicable law, you may have the following rights. | — | Removed |
| 7641 | To exercise these rights, please contact us as set forth below. | — | Removed |
| 7642 | Access personal information about you , including confirming whether we are processing your personal information and obtaining access to your personal information Request correction of your personal information where it is inaccurate or incomplete Request deletion of your personal information Request restriction of or object to our processing of your personal information Withdraw your consent to our processing of your personal information. 5. | — | Removed |
| 7643 | Important Information Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with applicable privacy laws in the states and countries in which we operate. | — | Removed |
| 7644 | Your personal information will be kept on our servers or on those of our service providers and only those employees that require it for the purposes of their duties will have access to your personal information. | — | Removed |
| 7645 | We have also implemented controls which require our third-party service providers and partners to have appropriate safeguards to protect your personal information However, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7646 | We also depend on you to protect your information. | — | Removed |
| 7647 | If you become aware of any breach of security or privacy, please notify us immediately. | — | Removed |
| 7648 | To the fullest extent permitted by applicable law, we do not accept liability for unauthorized disclosure. | — | Removed |
| 7649 | 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. | — | Removed |
| 7650 | Your information may be accessible to the courts, law enforcement, and national security authorities of the United States. | — | Removed |
| 7651 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7652 | If your personal information is transferred to a country other than your home country, we will take measures to protect your personal information with appropriate contract clauses. | — | Removed |
| 7653 | To obtain more information about Gusto’s policies and practices with respect to service providers outside your country, please contact us as set forth below. 6. | — | Removed |
| 7654 | Links to Other Sites This Privacy Policy only covers the privacy practices of Gusto. | — | Removed |
| 7655 | It does not apply to the practices of third-party websites, services, or applications, even those who we have partnered or integrated with. | — | Removed |
| 7656 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 7657 | We are not responsible for their policies, practices, or handling of your information. 7. | — | Removed |
| 7658 | Our Policy Toward Children The Service is not directed to children under 13. | — | Removed |
| 7659 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. 8. | — | Removed |
| 7660 | Notice to California Consumers This Supplemental California Privacy Notice only applies to our processing of personal information that is subject to the California Consumer Privacy Act of 2018 (“CCPA”). | — | Removed |
| 7661 | The CCPA specifies that natural persons who are California residents have the right to know what categories of personal information Gusto has collected about them and whether Gusto has disclosed or sold that personal information for a business purpose (e.g., to a service provider) in the preceding 12 months. | — | Removed |
| 7662 | For purposes of the CCPA, Gusto does not “sell” personal information, nor do we have actual knowledge of any “sale” of personal information of minors under 16 years of age. | — | Removed |
| 7663 | Categories of personal information we may collect about you: Identifiers (ex: name, email address, mailing address, phone number, signature); Personal information categories listed in the California Customer Records statute (Cal. | — | Removed |
| 7664 | Civ. | — | Removed |
| 7665 | Code § 1798.80(e)) (ex: Social Security number, passport number, driver's license or state identification card number, insurance policy number, employment, employment history, financial information, medical information, or health insurance information) Protected classification characteristics under California or federal law (ex: age, race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, gender, sex, sexual orientation, veteran or military status, genetic information (including familial genetic information); Commercial information (ex: sales engagement history) Biometric information (ex: photographs of office visitors for identification badges); Internet or other electronic network activity information (ex: IP address, unique personal identifier, web history, advertising history) Geolocation data (ex: the location from which you’re logging in) Employment-related information (ex: employment history, employer name) Education information (ex: education history). | — | Removed |
| 7666 | Categories of third parties who we may share that information: Service Providers as described in Part 3 of this Privacy Policy Business Partners as described in Part 3 of this Privacy Policy Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights You have the right not to receive discriminatory treatment from Gusto for exercising the privacy rights granted by the CCPA. | — | Removed |
| 7667 | Verifiable Consumer Requests Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. | — | Removed |
| 7668 | You may also make a verifiable consumer request on behalf of your minor child. | — | Removed |
| 7669 | In order to verify your request, we will ask you to provide your name, email address, and certain other pieces of identifying information. | — | Removed |
| 7670 | Once you have submitted this information and any necessary supporting documentation, we will confirm the information by reviewing it against Gusto’s records. | — | Removed |
| 7671 | To designate an authorized agent, please contact us as set forth below. 9. | — | Removed |
| 7672 | Notice to Nevada Residents If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Information to third parties who intend to license or sell that Personal Information. | — | Removed |
| 7673 | Please note that we do not currently sell your Personal Information as sales are defined in Nevada Revised Statutes Chapter 603A. | — | Removed |
| 7674 | If you have any questions, please contact us as set forth below. 10. | — | Removed |
| 7675 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7676 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7677 | If we make any material changes to this policy, we will notify you of such changes by posting them on the Site, informing you through the Services, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7678 | By continuing to access or use the Site or the Services after those changes become effective, you agree to be bound by the revised policy. 11. | — | Removed |
| 7679 | Contact Information If you have any questions about our privacy practices or this Privacy Policy, or to exercise your privacy rights as detailed in this Privacy Policy, please contact us at: Gusto Attn: Privacy Program Director 525 20th Street San Francisco, CA 94107 [email protected] +1 (800) 936-0383 Effective November 16th 2023 to November 16th 2023 Download Table of Contents Last Updated: December 21, 2020 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., dba Gusto and its subsidiaries (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website ( https://gusto.com ), including through our associated point-of-sale or mobile applications (the “Site”), or our online payroll, benefits, human resources, financial, and other services (collectively, the “Services”). | — | Removed |
| 7680 | By accessing the Site or using the Services, you agree to our collection, use and disclosure of your information as outlined in this Privacy Policy. | — | Removed |
| 7681 | If you access our Services through your employer or another entity (our “Customer”), please note that this data and your account are controlled by the Customer and we process this data at their direction. | — | Removed |
| 7682 | December 2020 changes to this Privacy Policy : We included more details about the categories of information we collect from you and the ways we use them; added details on how users can control their cookies and other internet-based advertising tracking technologies; added a new section addressing international data transfer; updated the notice to California consumers and added a notice to Nevada residents; updated the method by which consumers can contact us to exercise their applicable privacy rights. 1. | — | Removed |
| 7683 | Information We Collect and How We Collect It When you access our Site or use the Services, we collect and store certain information about you, including “personal information.” Personal information is information that, alone or in combination with other information in our possession, could be used to personally identify you. | — | Removed |
| 7684 | We collect the following categories of personal information and other information as described below. | — | Removed |
| 7685 | A. | — | Removed |
| 7686 | Information you provide Information You Provide Directly . | — | Removed |
| 7687 | We may collect or receive the following categories of personal information when you, your employer, or your employer’s designated administrator or accountant access the Site, request to receive information about Gusto or its Services, create an account, verify your identity, use any of the Services, or otherwise communicate with us, including through customer support channels. | — | Removed |
| 7688 | Financial Information , such as: Bank account and routing number Bank account balance and transaction information Identification Information , such as: Name, mailing address, email address, phone number, birthdate Social Security number, Taxpayer Identification number Government-issued documentation, such as drivers license or passport Taxpayer Information , such as: Federal Employer Identification Number (FEIN) Tax withholding selections, including how many dependents you have, jobs you’ve worked in a year, and your tax filing status Health and Welfare Benefits Information , such as: Identification information for you and your dependents Life events and conditions that impact benefits eligibility, including marital status, employment information, and illness or disability information Insurance policy information, including plan numbers, benefits and coverage information, and premium amounts Insurance claim information, including monetary amounts, CPT codes, and other information required to process or verify claims Other Information You Voluntarily Choose to Provide . | — | Removed |
| 7689 | We may collect information, including personal information, that you voluntarily provide to us when you: participate in surveys, contests, sweepstakes, or promotions register for, attend, or participate in conferences, webinars, or events provide us feedback or comment on our blogs or social media pages submit information to us so that we can assess potential business opportunities apply for a job position with us B. | — | Removed |
| 7690 | Information collected automatically We automatically collect certain information when you access the Site or use the Services. | — | Removed |
| 7691 | Electronic & Online Identifiers (IDs) , such as: If on a mobile device: mobile carrier, device IDs, and mobile advertising IDs If using a browser: operating system, browser type, and Internet Protocol (IP) address Geolocation Information , such as: Approximate location derived from IP address (if using a browser) Precise location (based on the GPS coordinates of your device) only if you have opted into a product feature that includes it (such as a geo-fenced or geo-location time tracking service). | — | Removed |
| 7692 | Internet Activity Information , such as: Your “log-in” and “log-out” information The pages that you visit before, after, and while using our Services Pages you visit, links you click, and the content you view on the Site Single Sign-On Information (SSO) that allows us to verify your authorized access to the Services from another service you use and with which we partner, such as your email. | — | Removed |
| 7693 | We collect information using Tracking Technologies , such as: Cookies, which are small text files that websites send to your computer or mobile device. | — | Removed |
| 7694 | This includes session cookies (which are deleted once you close your browser) and persistent cookies (which remain on your computer or device until you delete them or they expire) Pixel tags (also known as web beacons), which are pieces of code embedded in our Services that collect information about engagement on our Site or emails. | — | Removed |
| 7695 | To make it easier, we call cookies and pixel tags/web beacons “Tracking Technologies” We use the third-party analytics tools , including: Google Analytics. | — | Removed |
| 7696 | For more information, visit Google Analytics’ Privacy Policy New Relic. | — | Removed |
| 7697 | For more information, visit New Relic’s Privacy Policy Amplitude. | — | Removed |
| 7698 | For more information, visit Amplitude’s Privacy Policy FullStory. | — | Removed |
| 7699 | For more information, visit FullStory’s Privacy Policy Bugsnag. | — | Removed |
| 7700 | For more information, visit BugSnag’s Privacy Policy We use Tracking Technologies for the following purposes : when it is operationally necessary for us to provide you access to our Site or Services. | — | Removed |
| 7701 | This also includes tracking behavior in order to protect against irregular, fraudulent, or possibly illegal behavior on our Site or Services to assess the performance of how you and others use our Site and Services (for more information, read the Analytics section below) to enhance the functionality of our Site or Services. | — | Removed |
| 7702 | This includes identifying you when you sign into our Services and keeping track of your preferences, interests, or past items viewed to target our advertising to you using Tracking Technologies that we or our third-party partners place on our Site or other websites Social Media Platforms . | — | Removed |
| 7703 | 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). | — | Removed |
| 7704 | 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. | — | Removed |
| 7705 | Your interactions with these platforms are governed by the privacy policy of the company providing it. | — | Removed |
| 7706 | C. | — | Removed |
| 7707 | Information collected from third parties We may collect and receive information about you, including personal information, from third parties, such as your employer, your employer’s accountant or service providers, financial institutions, credit bureaus, insurance carriers and third-party administrators, and our service providers, for the purposes described in this Privacy Policy. | — | Removed |
| 7708 | In addition, we may receive demographic and business industry information about you from third parties to help us better understand our users and to improve and market the Services. | — | Removed |
| 7709 | We may use Plaid Technologies, Inc. | — | Removed |
| 7710 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7711 | By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . 2. | — | Removed |
| 7712 | How We Use Your Information We use information that we collect about you for the following purposes: To develop and provide you with the Site and Services , including to: operate the Site, manage accounts and provide the Services determine your eligibility for our Services and our partners’ programs improve, personalize, and enable your use of the Site and Services develop new products and features To protect Gusto, our users, and the public, and comply with applicable law, regulation, or legal process , including to: validate user information for fraud and risk detection purposes resolve disputes and protect the rights of users and third parties respond to claims and legal process (such as subpoenas and court orders) monitor and enforce compliance with the applicable Terms of Service prevent or stop any activity that may be illegal, unethical, or legally actionable To operate our business , including to: process payment transactions manage and enforce contracts with you or with third parties manage our corporate governance, compliance and auditing practices recruit new hires, if you submit an application for employment with Gusto generate anonymized or aggregated data To communicate with you as part of your use of Services , including to: respond to requests or questions you submit to our support staff send you surveys and get your feedback about the Services otherwise contact you with Services-related notices To advertise and market to you , including to: determine your eligibility for certain programs, events, and offers inform you of our or our partners’ products, services, features or promotions provide you with newsletters, articles, reports, and announcements develop “interest-based” or “personalized advertising,” including through cross-device tracking For any other purpose for which you, your employer, or your employer’s agent expressly authorize us to use your information. 3. | — | Removed |
| 7713 | When and with Whom We Share Your Information We will only share your information with the categories of third parties listed below for the purposes described above in the “Use of Your Information” section, unless otherwise noted at the point of collection. | — | Removed |
| 7714 | Service Providers that have signed an agreement with us that limits how they use your information and promises to keep your information confidential. | — | Removed |
| 7715 | Examples include: banks, financial institutions, and credit bureaus companies or organizations that provide services such as website hosting (ex: AWS), customer management (ex: Salesforce) and customer service Business Partners with whom we jointly offer products or services. | — | Removed |
| 7716 | Examples include: insurance carriers and third-party administrators, for users of the Benefits Service. | — | Removed |
| 7717 | 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; and (iii) compliant 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 Site or Services, such as accounting software (ex: Xero) and 401(k) management (ex: Guideline). | — | Removed |
| 7718 | Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs). | — | Removed |
| 7719 | For more information about Gusto’s use of APIs and SDKs, please contact us. | — | Removed |
| 7720 | 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 , including taxing authorities and their authorized collectors, in the countries in which we operate, only as necessary for us to provide you with the Services. | — | Removed |
| 7721 | Other parties under the circumstances described below: for legal reasons, including: with companies that verify your identity for us and detect fraud with legal and financial advisors, auditors, examiners, and certain (including potential) investors 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 assist with an investigation or prosecution of suspected or actual illegal activity to manage the 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 4. | — | Removed |
| 7722 | Your Privacy Choices and Rights Your Privacy Choices . | — | Removed |
| 7723 | The privacy choices you may have about your personal information are determined by applicable law and are described below. | — | Removed |
| 7724 | Email and Text Messages . | — | Removed |
| 7725 | You can opt out of our promotional emails by using the unsubscribe link located at the bottom of our promotional emails, contacting us as described below, or visiting https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7726 | You can opt out of text messages from us by replying “STOP” or contacting us as described below. | — | Removed |
| 7727 | If you decide to opt-out, we may still send you non-promotional communications such as your payday emails and messages about your account. | — | Removed |
| 7728 | Mobile Notifications. | — | Removed |
| 7729 | We may send you push notifications through our mobile app. | — | Removed |
| 7730 | You can opt out from receiving push notifications by changing the settings on your mobile device. “Do Not Track.” Do Not Track (“DNT”) is a privacy setting you can set on some web browsers that signals to websites like ours that you don’t want your online activities to be tracked. | — | Removed |
| 7731 | At this time, we do not respond to DNT signals sent to us by your web browser. | — | Removed |
| 7732 | Cookies and Interest-Based Advertising . | — | Removed |
| 7733 | You may stop us from sending Tracking Technologies to your browser by changing the settings on your browser. | — | Removed |
| 7734 | However, if you block all Tracking Technologies, our Services may not work properly. | — | Removed |
| 7735 | Please note you must separately opt out in each browser and on each device. | — | Removed |
| 7736 | You can learn how to manage your cookies on these popular browsers by clicking on the links below. | — | Removed |
| 7737 | Google Chrome. | — | Removed |
| 7738 | For more information, visit Google Chrome Internet Explorer. | — | Removed |
| 7739 | For more information, visit Internet Explorer Mozilla Firefox. | — | Removed |
| 7740 | For more information, visit Mozilla Firefox Safari - Desktop. | — | Removed |
| 7741 | For more information, visit Safari (Desktop) Safari - Mobile. | — | Removed |
| 7742 | For more information, visit Safari (Mobile) Android - Browser. | — | Removed |
| 7743 | For more information, visit Android Browser You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others . | — | Removed |
| 7744 | 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 . | — | Removed |
| 7745 | Your Privacy Rights . | — | Removed |
| 7746 | In accordance with applicable law, you may have the following rights. | — | Removed |
| 7747 | To exercise these rights, please contact us as set forth below. | — | Removed |
| 7748 | Access personal information about you, including confirming whether we are processing your personal information and obtaining access to your personal information Request correction of your personal information where it is inaccurate or incomplete Request deletion of your personal information Request restriction of or object to our processing of your personal information Withdraw your consent to our processing of your personal information. 5. | — | Removed |
| 7749 | Important Information Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with applicable privacy laws in the states and countries in which we operate. | — | Removed |
| 7750 | Your personal information will be kept on our servers or on those of our service providers and only those employees that require it for the purposes of their duties will have access to your personal information. | — | Removed |
| 7751 | We have also implemented controls which require our third-party service providers and partners to have appropriate safeguards to protect your personal information However, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7752 | We also depend on you to protect your information. | — | Removed |
| 7753 | If you become aware of any breach of security or privacy, please notify us immediately. | — | Removed |
| 7754 | To the fullest extent permitted by applicable law, we do not accept liability for unauthorized disclosure. | — | Removed |
| 7755 | 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. | — | Removed |
| 7756 | Your information may be accessible to the courts, law enforcement, and national security authorities of the United States. | — | Removed |
| 7757 | We endeavor to safeguard your information consistent with the requirements of applicable laws. | — | Removed |
| 7758 | If your personal information is transferred to a country other than your home country, we will take measures to protect your personal information with appropriate contract clauses. | — | Removed |
| 7759 | To obtain more information about Gusto’s policies and practices with respect to service providers outside your country, please contact us as set forth below. 6. | — | Removed |
| 7760 | Links to Other Sites This Privacy Policy only covers the privacy practices of Gusto. | — | Removed |
| 7761 | It does not apply to the practices of third-party websites, services, or applications, even those who we have partnered or integrated with. | — | Removed |
| 7762 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 7763 | We are not responsible for their policies, practices, or handling of your information. 7. | — | Removed |
| 7764 | Our Policy Toward Children The Service is not directed to children under 13. | — | Removed |
| 7765 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. 8. | — | Removed |
| 7766 | Notice to California Consumers This Supplemental California Privacy Notice only applies to our processing of personal information that is subject to the California Consumer Privacy Act of 2018 (“CCPA”). | — | Removed |
| 7767 | The CCPA specifies that natural persons who are California residents have the right to know what categories of personal information Gusto has collected about them and whether Gusto has disclosed or sold that personal information for a business purpose (e.g., to a service provider) in the preceding 12 months. | — | Removed |
| 7768 | For purposes of the CCPA, Gusto does not “sell” personal information, nor do we have actual knowledge of any “sale” of personal information of minors under 16 years of age. | — | Removed |
| 7769 | Categories of personal information we may collect about you : Identifiers (ex: name, email address, mailing address, phone number, signature); Personal information categories listed in the California Customer Records statute (Cal. | — | Removed |
| 7770 | Civ. | — | Removed |
| 7771 | Code § 1798.80(e)) (ex: Social Security number, passport number, driver's license or state identification card number, insurance policy number, employment, employment history, financial information, medical information, or health insurance information) Protected classification characteristics under California or federal law (ex: age, race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, gender, sex, sexual orientation, veteran or military status, genetic information (including familial genetic information); Commercial information (ex: sales engagement history) Biometric information (ex: photographs of office visitors for identification badges); Internet or other electronic network activity information (ex: IP address, unique personal identifier, web history, advertising history) Geolocation data (ex: the location from which you’re logging in) Employment-related information (ex: employment history, employer name) Education information (ex: education history). | — | Removed |
| 7772 | Categories of third parties who we may share that information : Service Providers as described in Part 3 of this Privacy Policy Business Partners as described in Part 3 of this Privacy Policy Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights You have the right not to receive discriminatory treatment from Gusto for exercising the privacy rights granted by the CCPA. | — | Removed |
| 7773 | Verifiable Consumer Requests Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. | — | Removed |
| 7774 | You may also make a verifiable consumer request on behalf of your minor child. | — | Removed |
| 7775 | In order to verify your request, we will ask you to provide your name, email address, and certain other pieces of identifying information. | — | Removed |
| 7776 | Once you have submitted this information and any necessary supporting documentation, we will confirm the information by reviewing it against Gusto’s records. | — | Removed |
| 7777 | To designate an authorized agent, please contact us as set forth below. 9. | — | Removed |
| 7778 | Notice to Nevada Residents If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Information to third parties who intend to license or sell that Personal Information. | — | Removed |
| 7779 | Please note that we do not currently sell your Personal Information as sales are defined in Nevada Revised Statutes Chapter 603A. | — | Removed |
| 7780 | If you have any questions, please contact us as set forth below. 10. | — | Removed |
| 7781 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7782 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7783 | If we make any material changes to this policy, we will notify you of such changes by posting them on the Site, informing you through the Services, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7784 | By continuing to access or use the Site or the Services after those changes become effective, you agree to be bound by the revised policy. 11. | — | Removed |
| 7785 | Contact Information If you have any questions about our privacy practices or this Privacy Policy, or to exercise your privacy rights as detailed in this Privacy Policy, please contact us at: Gusto Attn: Privacy Lead 525 20th Street San Francisco, CA 94107 [email protected] +1 (800) 936-0383 Effective November 16th 2023 to November 16th 2023 Download Table of Contents Last Updated December 20, 2019 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., a Delaware corporation doing business as Gusto, and its subsidiaries and affiliates (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website (the “Site”) and our online payroll, benefits, human resources and other services (the “Service”), which are provided through the Site. | — | Removed |
| 7786 | By using the Site and/or the Service, you consent to the collection, use and disclosure of your information as outlined in this Privacy Policy. | — | Removed |
| 7787 | December 2019 changes to this Privacy Policy : We included more specificity about what information we’re collecting, who we’re collecting it from, and how we’re using it; revised sections to reflect our most current data collection activities and related technologies; added a notice to California consumers pursuant to the California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020; updated the method by which consumers can contact us regarding privacy-related inquiries. 1. | — | Removed |
| 7788 | Information We Collect and How We Collect It In connection with your access to the Site and/or use of the Service, we collect and store certain information about you. | — | Removed |
| 7789 | Some of this information can be used on its own or in combination with other information to identify you individually. | — | Removed |
| 7790 | We call that information “personal information.” We collect personal information and other information as described below: Information You Provide . | — | Removed |
| 7791 | We collect your personal information when you, your employer, or your employer’s accountant partner register to use the Service, provide information when using the Site or the Service, update your account information, add additional services, submit information to verify your identity, contact us with questions or feedback, or otherwise communicate with us. | — | Removed |
| 7792 | This personal information may include your name, mailing address, email address, phone number, date of birth, bank account information, Social Security number or taxpayer identification number, and benefits enrollment information. | — | Removed |
| 7793 | When You Choose to Participate in Market Research Programs . | — | Removed |
| 7794 | We may collect information from you, including personal information, if you choose to participate in a market research program or survey. | — | Removed |
| 7795 | Public Information . | — | Removed |
| 7796 | We may collect information about you from public sources, such as public social media pages. | — | Removed |
| 7797 | Information from Third Parties . | — | Removed |
| 7798 | We may collect and receive information about you, including personal information and financial account information, from third parties, such as financial institutions and our service providers, for identity verification, fraud protection, risk assessment, providing the Service, and other purposes. | — | Removed |
| 7799 | We may collect your business or personal information from credit bureaus for the foregoing purposes as well. | — | Removed |
| 7800 | In addition, we may receive demographic and business industry information about you from third parties to help us better understand our users and to improve and market the Service. | — | Removed |
| 7801 | Health and Health Insurance Information . | — | Removed |
| 7802 | If you or your employer uses the Service to manage your health benefits (the “Benefits Service”), we may receive health information about you and your dependents in order to provide the Benefits Service. | — | Removed |
| 7803 | The health information may include information about your insurance carrier, insurance plan and claims you submit for coverage. | — | Removed |
| 7804 | We receive the health information (i) directly from you when you submit enrollment or claims information, or otherwise provide health information to us; (ii) from the primary policyholder on your benefits plan, if you are a spouse or dependent of the primary policyholder; (iii) from your employer; (iv) from insurance carriers; or (v) from other third-party administrators. | — | Removed |
| 7805 | Automatically Collected Information . | — | Removed |
| 7806 | We automatically collect certain usage information when you access the Site or use the Service, such as your device identifier (if using a mobile device), Internet Protocol (IP) address (if using a browser), operating system, browser type and the address of a referring site. | — | Removed |
| 7807 | We also automatically collect certain usage information through cookies and related technologies, as described below. | — | Removed |
| 7808 | Single Sign-On Information . | — | Removed |
| 7809 | Single Sign-On (“SSO”) allows you to sign in to the Service from another service you use and with which we partner. | — | Removed |
| 7810 | We will collect certain information for security purposes in order to verify your authorized access to the Service, including your username and password for the other service. 2. | — | Removed |
| 7811 | Third-Party Software, Cookies and Other Related Technologies We may use cookies, pixel tags, web beacons and other similar technologies to better understand how you interact with the Site, monitor aggregate usage by our users, and monitor web traffic routing on the Site to help us improve the Site or the Service. | — | Removed |
| 7812 | Most Internet browsers let you change the browser’s settings to stop accepting cookies or to prompt you before accepting a cookie from websites you visit. | — | Removed |
| 7813 | If you do not allow cookies, you may not be able to use some or all portions or functionality of the Site or the Service. | — | Removed |
| 7814 | We partner with third parties to manage our advertising on other sites and to determine performance of the Site. | — | Removed |
| 7815 | Such partners may use cookies, pixel tags, web beacons and other related technologies to collect information about your activities on the Site and other sites so that we can (i) provide advertising that may be of interest to you, (ii) evaluate the efficacy of our marketing programs and the Site, (iii) monitor, analyze, improve and develop the Site and the Service, and (iv) prevent, identify and address fraudulent or other illegal activity and security issues. | — | Removed |
| 7816 | To prevent our partners from collecting your information for these purposes, you can visit http://preferences-mgr.truste.com to opt out of certain advertising networks. | — | Removed |
| 7817 | We use Plaid Technologies, Inc. | — | Removed |
| 7818 | (“Plaid”) to collect information from financial institutions. | — | Removed |
| 7819 | By using the Service, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy . 3. | — | Removed |
| 7820 | Use of Your Information We use information that we collect about you for the following purposes: to administer the Site, manage accounts and provide the Service; to monitor, analyze, improve and develop the Site and the Service, and to create and test new Service features; to provide a more customized experience on the Site, the Service and/or our partners’ websites; to understand our users better; to validate user information provided to us for fraud and risk detection purposes; to determine eligibility for the Service and our partners’ programs; to prevent, identify and address fraudulent or other illegal activity and security issues; to (i) solicit feedback, (ii) respond to your, your employers’, or your employers’ accountant partners’ comments, requests or inquiries, (iii) provide customer service and support, or (iv) otherwise contact you in connection with the Site or the Service; to generate anonymized, aggregated data containing only de-identified, non-personal information that we may use to publish reports; for our marketing purposes, such as (i) informing you of our or our partners’ products, services, features or offerings that may be of interest to you, (ii) providing you with newsletters, articles, reports, updates and announcements, as well as information about upcoming events, (iii) contacting potential customers you have referred to us via a referral program (“Referred Leads”), (iv) improving and tailoring our advertising and communications, (v) analyzing our marketing efforts, and (vi) determining your eligibility for certain programs, events and offers; to operate our business, which includes, without limitation, using your information (i) to process payment transactions, (ii) to manage and enforce contracts with you or with third parties, (iii) to manage our corporate governance, compliance and auditing practices, and (iv) for recruitment purposes, if you submit an application for employment with Gusto; to (i) comply with laws, rules and regulations, including any disclosure or reporting obligations, (ii) resolve disputes with users or third parties, (iii) respond to claims and legal process (including but not limited to subpoenas and court orders) as we deem necessary or appropriate, (iv) protect our property rights or those of third parties, (v) protect the safety of the public or any person, and (vi) prevent or stop any activity that we consider to be (or to pose a risk of being) illegal, unethical or legally actionable; and for any other purpose for which you, your employer, or your employer’s accountant partner expressly authorize us to use your information. 4. | — | Removed |
| 7821 | Sharing and Disclosure of Your Information We will only share your information with the third parties listed below for the purposes described above in the “Use of Your Information” section, unless otherwise noted at the point of collection: government agencies and taxing authorities, as required to provide the Service, including but not limited to the Internal Revenue Service, state and local tax agencies, and state and federal regulatory agencies; insurance carriers and other third parties as needed to carry out the Benefits Service in accordance with HIPAA (as defined below) requirements (which may include but not be limited to facilitating benefits plan enrollments, health care operations, consumer health, wellness, and dependent care claims, and insurance payments); banking and financial institutions; certain parties as necessary to respond in good faith to legal process (including but not limited to subpoenas and court orders); legal and financial advisors and auditors; third-party agents, partners and service providers, who (i) are only permitted to use your information as we allow (which may include contacting you on our behalf), and (ii) are required under law or contract to keep your personal information confidential; and the following third parties under the circumstances described below: we may share business or personal information with credit bureaus, and we may share information with certain companies, banks and organizations for purposes such as fraud prevention or determining eligibility for the Service; if you participate in a referral program, the referral email and referral link sent to any Referred Leads may include your first name; if there is a sale of Gusto (including, without limitation, a merger, stock acquisition, sale of assets or reorganization), or in the event that Gusto liquidates or dissolves, we may sell, transfer or otherwise share some or all of our assets, which could include your information, to the acquirer; we may share de-identified personal information with academic institutions to perform research, under controls that are designed to protect your privacy—including requiring such institutions to operate under confidentiality agreements and mandating that published findings contain only de-identified and aggregated data; from time to time, we may share reports with the public that contain anonymized, aggregated, de-identified information and statistics; and we may share your information with certain other third parties with whom you, your employer, or your employer’s accountant partner expressly authorize us to share your information. | — | Removed |
| 7822 | We do not share information with third parties for their own direct marketing purposes. | — | Removed |
| 7823 | If we disclose any protected health information (as that term is defined in 45 C.F.R. Part 160) to third parties, we will do so in accordance with the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, as amended (“HITECH”), and any other applicable state and federal privacy and security laws, as they may be amended from time to time. 5. | — | Removed |
| 7824 | Your Choices Reviewing Your Information You may review, update, or correct your personal information through your account or by contacting us at [email protected] . | — | Removed |
| 7825 | Promotional Communications You may unsubscribe from marketing and promotional emails that we send to you by following the opt-out instructions contained in such emails or by unsubscribing at https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7826 | If you opt out of receiving marketing and promotional emails from us, we may still need to send you emails related to your account and the Service. | — | Removed |
| 7827 | Do Not Track The Site does not currently have the capability of responding to “Do Not Track” signals received from various browsers. 6. | — | Removed |
| 7828 | Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with HIPAA, HITECH and other applicable state and federal privacy and security laws. | — | Removed |
| 7829 | However, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7830 | We also depend on you to protect your information. | — | Removed |
| 7831 | If you become aware of any breach of security or privacy, please notify us immediately. 7. | — | Removed |
| 7832 | Links to Other Sites The Site and/or the Service may contain links to other sites. | — | Removed |
| 7833 | Any information you provide on a third-party site is provided directly to the owner of that site and is subject to that party's privacy policy. | — | Removed |
| 7834 | This Privacy Policy does not apply to such sites, and we are not responsible for the content, policies, or privacy and security practices of such sites. 8. | — | Removed |
| 7835 | Our Policy Toward Children The Service is not directed to children under 13 and we do not knowingly collect personal information from children under 13. | — | Removed |
| 7836 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. 9. | — | Removed |
| 7837 | Notice to California Consumers Pursuant to the California Consumer Privacy Act of 2018 (“CCPA”), natural persons who are California residents have certain rights concerning their personal information held by Gusto, as described below. | — | Removed |
| 7838 | Right to Know About Personal Information Collected, Disclosed, or Sold You have the right to request that we disclose what personal information Gusto collects, uses, discloses, and sells. | — | Removed |
| 7839 | You may submit a consumer request to know this information through our online request portal or by calling us at (888) 481-0994. | — | Removed |
| 7840 | In order to verify your request, we will ask you to provide your name, email address, and certain other pieces of identifying information. | — | Removed |
| 7841 | Once you have submitted this information and any necessary supporting documentation, we will confirm the information by reviewing it against Gusto’s records. | — | Removed |
| 7842 | Below is a table indicating (i) the categories of personal information (as defined in the CCPA) we may collect about you; (ii) the categories of sources from which that information is collected; (iii) the business and/or commercial purposes for collecting that information; (iv) the categories of third parties to whom that information is disclosed; and (v) the business and/or commercial purposes for disclosing that information: Category of Personal Information Categories of Collection Source(s) Business and/or Commercial Purpose(s) for Collection Categories of Third-Party Recipient(s) Business and/or Commercial Purpose(s) for Disclosing Identifiers (e.g., name, alias, email address, mailing address, phone number, signature) You, the consumer (e.g., when you take a survey or visit Gusto’s office); third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; an individual who has referred you to Gusto; social media Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity; short-term, transient use, provided that the personal information collected for such use is not disclosed to third parties and is not used to build a profile about you or otherwise alter your experience outside the current interaction; performing services on behalf of Gusto; undertaking internal research for technological development and demonstration; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto; advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity; short-term, transient use, provided that the personal information collected for such use is not disclosed to third parties and is not used to build a profile about you or otherwise alter your experience outside the current interaction; performing services on behalf of Gusto; undertaking internal research for technological development and demonstration; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto; advancing Gusto’s commercial or economic interests Commercial information (e.g., sales engagement history, purchase and consumption history) Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto Advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Advancing Gusto’s commercial or economic interests Biometric information (e.g., photographs of office visitors for identification badges) You, the consumer (e.g., when you visit Gusto’s office) Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity; short-term, transient use, provided that the personal information collected for such use is not disclosed to third parties and is not used to build a profile about you or otherwise alter your experience outside the current interaction; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity; short-term, transient use, provided that the personal information collected for such use is not disclosed to third parties and is not used to build a profile about you or otherwise alter your experience outside the current interaction; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto Internet or other electronic network activity information (e.g., online identifier Internet Protocol address, unique personal identifier, web history, advertising history) Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto Advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Advancing Gusto’s commercial or economic interests Geolocation data (e.g., the location from which you’re logging in) Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto Advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Advancing Gusto’s commercial or economic interests Professional or employment-related information (e.g., employment history, employer name) You, the consumer (e.g., when you take a survey); third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; social media Undertaking internal research for technological development and demonstration; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto; advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Undertaking internal research for technological development and demonstration; undertaking activities to verify or maintain the quality or safety of a service that is owned or controlled by Gusto, and to improve, upgrade, or enhance the service that is owned or controlled by Gusto; advancing Gusto’s commercial or economic interests Education information (e.g., education history) Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; social media Advancing Gusto’s commercial or economic interests Third-party vendors or partners (including accountant partners, product partners, business development partners, and bank partners) of Gusto; independent contractors of Gusto Advancing Gusto’s commercial or economic interests Right to Request Deletion of Personal Information You have the right to request the deletion of your personal information collected or maintained by Gusto. | — | Removed |
| 7843 | You may submit a consumer request to delete this information through our online request portal or by calling us at (888) 481-0994. | — | Removed |
| 7844 | In order to verify your request, we will ask you to provide your name, email address, and certain other pieces of identifying information. | — | Removed |
| 7845 | Once you have submitted this information and any necessary supporting documentation, we will confirm the information by reviewing it against Gusto’s records. | — | Removed |
| 7846 | Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights You have the right not to receive discriminatory treatment by Gusto for exercising the privacy rights granted by the CCPA. | — | Removed |
| 7847 | Gusto does not and will not sell personal information of any consumer (including personal information of minors under 16 years of age) . | — | Removed |
| 7848 | In order to exercise the rights described above, you may designate an authorized agent to make a request under the CCPA on your behalf. 10. | — | Removed |
| 7849 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7850 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7851 | If we make any material changes to this policy, we will notify you of such changes by posting them on the Site, informing you through the Service, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7852 | By continuing to access or use the Site or the Service after those changes become effective, you are agreeing to be bound by the revised policy. 11. | — | Removed |
| 7853 | Contact Information Please contact us at [email protected] if you have any questions about our Privacy Policy and/or our privacy practices. | — | Removed |
| 7854 | Effective November 16th 2023 to November 16th 2023 Download Table of Contents Last Updated September 26, 2017 This Privacy Policy explains how information about you is collected, used and disclosed by ZenPayroll, Inc., a Delaware corporation doing business as Gusto, and its subsidiaries (collectively, “Gusto,” “we,” “us” or “our”) when you access or use our website (the “Site”) and our online payroll, benefits, human resources and other related services (the “Service”), which are provided through the Site. | — | Removed |
| 7855 | By using the Site and/or the Service, you consent to the collection, use and disclosure of your information as outlined in this Privacy Policy. 1. | — | Removed |
| 7856 | Information We Collect and How We Collect It In connection with your access to our Site and/or use of our Service, we collect and store certain information about you. | — | Removed |
| 7857 | Some of this information can be used on its own or in combination with other information to identify you individually. | — | Removed |
| 7858 | We call that information “personal information.” We collect personal information and other information as described below: Information You Provide . | — | Removed |
| 7859 | We collect your personal information when you or your employer registers to use the Service, provides information when using the Site or Service, updates your account information, adds additional services, submits information to verify your identity, contacts us with questions or feedback, or otherwise communicates with us. | — | Removed |
| 7860 | This personal information may include your name, address, email address, phone number, bank account information and taxpayer identification number. | — | Removed |
| 7861 | When You Choose to Participate in Market Research Programs . | — | Removed |
| 7862 | We may collect information from you, including personal information, if you choose to participate in a market research program or survey. | — | Removed |
| 7863 | Your Email or Social Network Contacts . | — | Removed |
| 7864 | We collect your email, social network and other contacts (“Contacts”) if you choose to share them with us, or you choose to refer potential customers to us via our referral programs (the “Referred Leads”). | — | Removed |
| 7865 | Public Information . | — | Removed |
| 7866 | We may collect information about you from public sources, such as public social media pages. | — | Removed |
| 7867 | Information from Third Parties . | — | Removed |
| 7868 | We may collect and receive information about you, including personal information and financial account information, from third parties, such as financial institutions and our service providers, for identity verification, fraud protection, risk assessment and other purposes. | — | Removed |
| 7869 | We may collect your business information from credit bureaus for the foregoing purposes as well. | — | Removed |
| 7870 | In addition, we may receive demographic information about you from third parties to help us better understand our users and to improve and market our Service. | — | Removed |
| 7871 | Health and Health Insurance Information . | — | Removed |
| 7872 | If you or your employer uses the Service to manage your health benefits (the “Benefits Service”), we may receive health information about you and your dependents in order to provide the Benefits Service. | — | Removed |
| 7873 | The health information may include information about your insurance carrier, insurance plan and claims you submit for coverage. | — | Removed |
| 7874 | We receive the health information (i) directly from you when you submit enrollment or claims information, or otherwise provide health information to us; (ii) from the primary policyholder on your benefits plan, if you are a spouse or dependent of the primary policyholder; (iii) from your employer; (iv) from insurance carriers; or (v) from other third-party administrators. | — | Removed |
| 7875 | Automatically Collected Information . | — | Removed |
| 7876 | We automatically collect certain usage information when you access the Site or use the Service, such as your device identifier (if using a mobile device), Internet Protocol (IP) address (if using a browser), operating system, browser type and the address of a referring site. | — | Removed |
| 7877 | We also automatically collect certain usage information through cookies and related technologies, as described below. | — | Removed |
| 7878 | In addition, our Site may implement third-party software, such as Google’s Invisible reCAPTCHA (the “Invisible CAPTCHA”), that collects your information for security purposes. | — | Removed |
| 7879 | Single Sign-On Information . | — | Removed |
| 7880 | Single Sign-On (“SSO”) allows you to sign in to the Service from another service you use and with which we partner. | — | Removed |
| 7881 | We will collect certain information for security purposes in order to verify your authorized access to the Service, including your username and password for the other service. | — | Removed |
| 7882 | Third-Party Software, Cookies and Other Related Technologies We may use cookies, pixel tags, web beacons and other similar technologies to better understand how you interact with our Site, monitor aggregate usage by our users, and monitor web traffic routing on our Site to help us improve our Site. | — | Removed |
| 7883 | Most Internet browsers let you change the browser’s settings to stop accepting cookies or to prompt you before accepting a cookie from websites you visit. | — | Removed |
| 7884 | If you do not allow cookies, you may not be able to use some or all portions or functionality of the Site or Service. | — | Removed |
| 7885 | We partner with third parties to manage our advertising on other sites and to determine our Site performance. | — | Removed |
| 7886 | Such partners may use cookies, pixel tags, web beacons and other related technologies to collect information about your activities on our Site and other sites so that we can (i) provide advertising that may be of interest to you, and (ii) evaluate the efficacy of our marketing programs and our Site. | — | Removed |
| 7887 | To prevent our partners from collecting your information for these purposes, you can visit http://preferences-mgr.truste.com to opt out of certain advertising networks. | — | Removed |
| 7888 | We use the Invisible CAPTCHA on our Site to collect information for security reasons. | — | Removed |
| 7889 | Use of the Invisible CAPTCHA and information collected via the Invisible CAPTCHA are subject to Google’s Terms of Service and Privacy Policy , respectively. 2. | — | Removed |
| 7890 | Use of Your Information We use information that we collect about you for the following purposes: to administer the Site, manage accounts and provide the Service; to monitor, analyze, improve and develop the Site and Service, and to create new Service features; to provide a more customized experience on the Site, Service and/or our partners’ or affiliates’ websites; to understand our users better; to validate user information provided to us for fraud and risk detection purposes; to determine eligibility for the Service; to prevent, identify and address fraudulent or other illegal activity and security issues; to (i) solicit feedback, (ii) respond to your or your employers’ comments, requests or inquiries, (iii) provide customer service and support, or (iv) otherwise contact you in connection with the Site or Service; to generate anonymized, aggregate data containing only de-identified, non-personal information that we may use to publish reports; for our marketing purposes, such as (i) informing you of our or our partners’ or affiliates’ products, services, features or offerings that may be of interest to you, (ii) providing you with newsletters, articles, reports, updates and announcements, as well as information about upcoming events, (iii) contacting Referred Leads and suggesting Contacts for you to refer to Gusto, (iv) improving and tailoring our advertising and communications, (v) analyzing our marketing efforts, and (vi) determining your eligibility for certain marketing programs, events and offers; to operate our business, which includes, without limitation, using your information (i) to process payments, (ii) to manage and enforce contracts with you or with third parties, (iii) to manage our corporate governance, compliance and auditing practices, and (iv) for recruitment purposes, if you submit an application for employment with Gusto via the Site; to (i) comply with laws, rules and regulations, including any disclosure or reporting obligations, (ii) resolve disputes with users or third parties, (iii) respond to claims and legal process (including but not limited to subpoenas and court orders) as we deem necessary or appropriate, (iv) protect our property rights or those of third parties, (v) protect the safety of the public or any person, and (vi) prevent or stop any activity which we may consider to be (or to pose a risk of being) illegal, unethical or legally actionable; and for any other purpose for which you expressly authorize us to use your information. 3. | — | Removed |
| 7891 | Sharing and Disclosure of Your Information We will only share your information with the third parties listed below for the purposes described above in the “Use of Your Information” Section: government agencies and taxing authorities, as required to provide the Service, including but not limited to the Internal Revenue Service and state and local tax agencies; group health plans, insurance carriers and other third parties, such as doctors, hospitals and pharmacies, as needed to carry out the Benefits Service (which may include but not be limited to facilitating benefits plan enrollments, health care operations and insurance payments); banking and financial institutions; certain parties as necessary to respond in good faith to legal process (including but not limited to subpoenas and court orders); legal and financial advisors and auditors; third-party agents, partners and service providers, who (i) are only permitted to use your information as we allow (which may include contacting you on our behalf), and (ii) are required under law or contract to keep your personal information confidential; and the following third parties under the circumstances described below: we may share business information with credit bureaus, and we may share information with certain companies, banks and organizations for the purposes of fraud prevention and determining eligibility for the Service; if you participate in our referral programs and/or share your Contacts with us and invite them to join Gusto, the referral email sent to your Contacts and Referred Leads will include your name, employer’s name and the fact that you are a Gusto user; if there is a sale of Gusto (including, without limitation, a merger, stock acquisition, sale of assets or reorganization), or in the event that Gusto liquidates or dissolves, we may sell, transfer or otherwise share some or all of our assets, which could include your information, to the acquirer; from time to time, we may share reports with the public that contain anonymized, aggregate, de-identified information and statistics; and we may share your information with certain other third parties with whom you expressly authorize us to share your information. | — | Removed |
| 7892 | We do not share information with third parties for their own direct marketing purposes. | — | Removed |
| 7893 | If we disclose any protected health information (as that term is defined in 45 C.F.R. Part 160) to third parties, we will do so in accordance with the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, as amended (“HITECH”), and any other applicable state and federal privacy and security laws, as they may be amended from time to time. 4. | — | Removed |
| 7894 | Your Choices Changing or Deleting Your Information You may review, update, correct or delete your personal information through your account or by contacting us using the contact information listed below. | — | Removed |
| 7895 | If you would like us to delete your account entirely, please contact us at [email protected] with a request that we delete your personal information from our database. | — | Removed |
| 7896 | Please note that there may be some delay in the deletion of your data from our servers following your request. | — | Removed |
| 7897 | Additionally, we may retain some of your data as necessary to comply with our legal obligations, resolve disputes, enforce our agreements, or as needed for other legitimate business purposes. | — | Removed |
| 7898 | Promotional Communications You may unsubscribe from marketing and promotional emails that we send to you by following the opt-out instructions contained in such emails or by unsubscribing at https://go.gusto.com/pls-dont-leave-us.html . | — | Removed |
| 7899 | If you opt out of receiving marketing and promotional emails from us, we may still need to send you emails related to your account and the Service. | — | Removed |
| 7900 | Do Not Track Our Site does not currently have the capability of responding to “Do Not Track” signals received from various browsers. 5. | — | Removed |
| 7901 | Security We employ administrative, physical and technical measures designed to protect your information from unauthorized access and to comply with HIPAA, HITECH and other applicable state and federal privacy and security laws; however, despite these efforts, no security measures are perfect or impenetrable and no method of data transmission can be guaranteed to prevent any interception or other type of misuse. | — | Removed |
| 7902 | We also depend on you to protect your information. | — | Removed |
| 7903 | Please set up a strong password and keep it confidential. | — | Removed |
| 7904 | If you become aware of any breach of security, please notify us immediately. 6. | — | Removed |
| 7905 | Links to Other Sites The Site and/or Service may contain links to other sites. | — | Removed |
| 7906 | Any information you provide on a third-party site is provided directly to the owner of that site and is subject to that party's privacy policy. | — | Removed |
| 7907 | This Privacy Policy does not apply to such sites, and we are not responsible for the content, policies, or privacy and security practices of such sites. 7. | — | Removed |
| 7908 | Our Policy Toward Children The Service is not directed to children under 13 and we do not knowingly collect personal information from children under 13. | — | Removed |
| 7909 | However, if a child under the age of 13 is a dependent on a benefits plan covered by the Benefits Service, we may collect information about the child (solely as needed to provide the Benefits Service) from the child’s parent or legal guardian, or from insurance carriers and third-party administrators. 8. | — | Removed |
| 7910 | Changes to this Privacy Policy Any information that we collect is subject to the Privacy Policy in effect at the time such information is collected. | — | Removed |
| 7911 | We may, however, modify and revise our Privacy Policy from time to time. | — | Removed |
| 7912 | If we make any material changes to this policy, we will notify you of such changes by posting them on our Site, informing you through the Service, or sending you an email or other notification, and we will indicate when such changes will become effective. | — | Removed |
| 7913 | By continuing to access or use our Site or Service after those changes become effective, you are agreeing to be bound by the revised policy. 9. | — | Removed |
| 7914 | Contact Information Please contact us at [email protected] if you have any questions about our Privacy Policy. | — | Removed |
| 7915 | Employer Data Processing Addendum Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective April 14th 2026 Download Table of Contents Last updated September 17, 2025 This Data Processing Addendum (“ Addendum ”) forms part of and is subject to the terms and conditions of either (i) the Embedded Payroll Service Agreement for users of Embedded Payroll Services offered by a third-party Platform Provider or (ii) the Employer Terms of Service (each of (i) and (ii) individually a “ Base Agreement ”) and this Addendum together with the applicable Base Agreement forms an “ Agreement ” by and between the Employer or Company (as defined in the applicable Base Agreement) (“ Company ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Service Provider ”). | — | Removed |
| 7916 | Subject Matter and Duration. | — | Removed |
| 7917 | Subject Matter. | — | Removed |
| 7918 | This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Company Personal Data in connection with Service Provider’s execution of the Agreement- but, only to the extent that Employer is subject to Data Protection Laws and they apply to the Processing of Company Personal Data. | — | Removed |
| 7919 | All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the applicable Base Agreement. | — | Removed |
| 7920 | If and to the extent language in this Addendum or any of its Exhibits conflicts with the applicable Base Agreement, this Addendum shall control. | — | Removed |
| 7921 | Duration and Survival. | — | Removed |
| 7922 | This Addendum will become legally binding upon the effective date of the Agreement or upon the date that the parties sign this Addendum if it is completed after the effective date of the Agreement. | — | Removed |
| 7923 | Service Provider will Process Company Personal Data until the relationship terminates as specified in the Agreement. | — | Removed |
| 7924 | Definitions. | — | Removed |
| 7925 | For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply. “ Company Personal Data ” means any Employer Data or Company Data that is Personal Data Processed by Service Provider on behalf of Company. “ Data Protection Laws ” means the applicable data privacy, data protection, and cybersecurity laws, rules, and regulations to which the Company Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut’s Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act (in each case as supplemented by implementing regulations and as amended, adopted, or superseded from time to time). “ Personal Data ” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws. “ Process ” or “ Processing ” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Security Incident(s) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Company Personal Data attributable to Service Provider. “ Services ” means the services that Service Provider performs under the Agreement. “ Subprocessor(s) ” means Service Provider’s authorized vendors and third-party service providers that Process Company Personal Data. | — | Removed |
| 7926 | Processing Terms for Company Personal Data. | — | Removed |
| 7927 | Documented Instructions . | — | Removed |
| 7928 | Service Provider shall Process Company Personal Data to provide the Services in accordance with the Agreement, this Addendum, any applicable Statement of Work, and any instructions agreed upon by the parties. | — | Removed |
| 7929 | Service Provider will, unless legally prohibited from doing so, inform Company in writing if it reasonably believes that there is a conflict between Company’s instructions and applicable law or otherwise seeks to Process Company Personal Data in a manner that is inconsistent with Company’s instructions. | — | Removed |
| 7930 | Authorization to Use Subprocessors . | — | Removed |
| 7931 | To the extent necessary to fulfill Service Provider’s contractual obligations under the Agreement, Company hereby authorizes Service Provider to engage Subprocessors. | — | Removed |
| 7932 | Service Provider and Subprocessor Compliance . | — | Removed |
| 7933 | Service Provider shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Company Personal Data that imposes on such Subprocessors data protection requirements for Company Personal Data that are consistent with this Addendum; and (ii) remain responsible to Company for Service Provider’s Subprocessors’ failure to perform their obligations with respect to the Processing of Company Personal Data. | — | Removed |
| 7934 | Confidentiality . | — | Removed |
| 7935 | Any person authorized to Process Company Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality. | — | Removed |
| 7936 | Personal Data Inquiries and Requests . | — | Removed |
| 7937 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance and comply with reasonable instructions from Company related to any requests from individuals exercising their rights in Company Personal Data granted to them under Data Protection Laws. | — | Removed |
| 7938 | Prohibited Uses of Personal Data . | — | Removed |
| 7939 | Service Provider shall not (i) sell or share Company Personal Data as the terms "sell" or “share” are defined by the CCPA; or (ii) retain, use, combine, or disclose Company Personal Data for any purpose other than as described in this Addendum, the Agreement, or permitted under Data Protection Laws. | — | Removed |
| 7940 | Data Protection Impact Assessment and Prior Consultation . | — | Removed |
| 7941 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance at Company’s expense to Company where, in Company’s judgement, the type of Processing performed by Service Provider requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities. | — | Removed |
| 7942 | Demonstrable Compliance . | — | Removed |
| 7943 | Upon Company’s reasonable request Service Provider agrees to provide information reasonably necessary to demonstrate compliance with this Addendum and permit Company to take reasonable steps to stop and remediate unauthorized use of Company Personal Data. | — | Removed |
| 7944 | Service Optimization . | — | Removed |
| 7945 | Where permitted by Data Protection Laws, Service Provider may Process Company Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity. | — | Removed |
| 7946 | Aggregation and De-Identification . | — | Removed |
| 7947 | Service Provider may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.Information Security Program. | — | Removed |
| 7948 | Security Measures . | — | Removed |
| 7949 | Service Provider shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Company Personal Data. | — | Removed |
| 7950 | Security Incidents. | — | Removed |
| 7951 | Notice . | — | Removed |
| 7952 | Upon becoming aware of a Security Incident, Service Provider agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Employer Account or Administrator. | — | Removed |
| 7953 | Where possible, such notice will include all available details required under Data Protection Laws for the Company to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident. | — | Removed |
| 7954 | Audits. | — | Removed |
| 7955 | Company Audit . | — | Removed |
| 7956 | Where Data Protection Laws afford Company an audit right, Company (or its appointed representative) may carry out an audit of Service Provider’s policies, procedures, and records relevant to the Processing of Company Personal Data. | — | Removed |
| 7957 | Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with reasonable advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) subject to reasonable confidentiality procedures. | — | Removed |
| 7958 | In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction. | — | Removed |
| 7959 | Company Personal Data Deletion. | — | Removed |
| 7960 | Data Deletion . | — | Removed |
| 7961 | At the expiry or termination of the Agreement, Service Provider will retain and delete Company Personal Data in accordance with the Agreement. | — | Removed |
| 7962 | Company’s Obligations. | — | Removed |
| 7963 | Company represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Company Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Company’s practices with respect to the Processing of Company Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Company Personal Data as contemplated by the Agreement; and (iv) Service Provider’s Processing of Company Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Company and any third party. | — | Removed |
| 7964 | Processing Details. | — | Removed |
| 7965 | Subject Matter and Business Purpose . | — | Removed |
| 7966 | The subject matter and business purpose of the Processing is the Services pursuant to the Agreement, including payroll services. | — | Removed |
| 7967 | Duration . | — | Removed |
| 7968 | The Processing will continue until the expiration or termination of the Agreement. | — | Removed |
| 7969 | Categories of Data Subjects . | — | Removed |
| 7970 | Data subjects whose Company Personal Data will be Processed pursuant to the Agreement, including Company employees and workers. | — | Removed |
| 7971 | Nature and Purpose of the Processing . | — | Removed |
| 7972 | The purpose of the Processing of Company Personal Data by Service Provider is the performance of the Services, including payroll services. | — | Removed |
| 7973 | Types of Company Personal Data . | — | Removed |
| 7974 | Company Personal Data that is Processed pursuant to the Agreement, including payroll information of Company workers. | — | Removed |
| 7975 | Effective September 17th 2025 to April 14th 2026 Download Table of Contents Last updated September 17, 2025 This Data Processing Addendum (“ Addendum ”) forms part of and is subject to the terms and conditions of either (i) the Embedded Payroll Service Agreement for users of Embedded Payroll Services offered by a third-party Platform Provider or (ii) the Employer Terms of Service (each of (i) and (ii) individually a “ Base Agreement ”) and this Addendum together with the applicable Base Agreement forms an “ Agreement ” by and between the Employer or Company (as defined in the applicable Base Agreement) (“ Company ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Service Provider ”). | — | Removed |
| 7976 | Subject Matter and Duration. | — | Removed |
| 7977 | Subject Matter. | — | Removed |
| 7978 | This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Company Personal Data in connection with Service Provider’s execution of the Agreement- but, only to the extent that Employer is subject to Data Protection Laws and they apply to the Processing of Company Personal Data. | — | Removed |
| 7979 | All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the applicable Base Agreement. | — | Removed |
| 7980 | If and to the extent language in this Addendum or any of its Exhibits conflicts with the applicable Base Agreement, this Addendum shall control. | — | Removed |
| 7981 | Duration and Survival. | — | Removed |
| 7982 | This Addendum will become legally binding upon the effective date of the Agreement or upon the date that the parties sign this Addendum if it is completed after the effective date of the Agreement. | — | Removed |
| 7983 | Service Provider will Process Company Personal Data until the relationship terminates as specified in the Agreement. | — | Removed |
| 7984 | Definitions. | — | Removed |
| 7985 | For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply. “ Company Personal Data ” means any Employer Data or Company Data that is Personal Data Processed by Service Provider on behalf of Company. “ Data Protection Laws ” means the applicable data privacy, data protection, and cybersecurity laws, rules, and regulations to which the Company Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut’s Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act (in each case as supplemented by implementing regulations and as amended, adopted, or superseded from time to time). “ Personal Data ” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws. “ Process ” or “ Processing ” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Security Incident(s) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Company Personal Data attributable to Service Provider. “ Services ” means the services that Service Provider performs under the Agreement. “ Subprocessor(s) ” means Service Provider’s authorized vendors and third-party service providers that Process Company Personal Data. | — | Removed |
| 7986 | Processing Terms for Company Personal Data. | — | Removed |
| 7987 | Documented Instructions . | — | Removed |
| 7988 | Service Provider shall Process Company Personal Data to provide the Services in accordance with the Agreement, this Addendum, any applicable Statement of Work, and any instructions agreed upon by the parties. | — | Removed |
| 7989 | Service Provider will, unless legally prohibited from doing so, inform Company in writing if it reasonably believes that there is a conflict between Company’s instructions and applicable law or otherwise seeks to Process Company Personal Data in a manner that is inconsistent with Company’s instructions. | — | Removed |
| 7990 | Authorization to Use Subprocessors . | — | Removed |
| 7991 | To the extent necessary to fulfill Service Provider’s contractual obligations under the Agreement, Company hereby authorizes Service Provider to engage Subprocessors. | — | Removed |
| 7992 | Service Provider and Subprocessor Compliance . | — | Removed |
| 7993 | Service Provider shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Company Personal Data that imposes on such Subprocessors data protection requirements for Company Personal Data that are consistent with this Addendum; and (ii) remain responsible to Company for Service Provider’s Subprocessors’ failure to perform their obligations with respect to the Processing of Company Personal Data. | — | Removed |
| 7994 | Confidentiality . | — | Removed |
| 7995 | Any person authorized to Process Company Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality. | — | Removed |
| 7996 | Personal Data Inquiries and Requests . | — | Removed |
| 7997 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance and comply with reasonable instructions from Company related to any requests from individuals exercising their rights in Company Personal Data granted to them under Data Protection Laws. | — | Removed |
| 7998 | Prohibited Uses of Personal Data . | — | Removed |
| 7999 | Service Provider shall not (i) sell or share Company Personal Data as the terms "sell" or “share” are defined by the CCPA; or (ii) retain, use, combine, or disclose Company Personal Data for any purpose other than as described in this Addendum, the Agreement, or permitted under Data Protection Laws. | — | Removed |
| 8000 | Data Protection Impact Assessment and Prior Consultation . | — | Removed |
| 8001 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance at Company’s expense to Company where, in Company’s judgement, the type of Processing performed by Service Provider requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities. | — | Removed |
| 8002 | Demonstrable Compliance . | — | Removed |
| 8003 | Upon Company’s reasonable request Service Provider agrees to provide information reasonably necessary to demonstrate compliance with this Addendum and permit Company to take reasonable steps to stop and remediate unauthorized use of Company Personal Data. | — | Removed |
| 8004 | Service Optimization . | — | Removed |
| 8005 | Where permitted by Data Protection Laws, Service Provider may Process Company Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity. | — | Removed |
| 8006 | Aggregation and De-Identification . | — | Removed |
| 8007 | Service Provider may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes. | — | Removed |
| 8008 | Information Security Program. | — | Removed |
| 8009 | Security Measures . | — | Removed |
| 8010 | Service Provider shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Company Personal Data. | — | Removed |
| 8011 | Security Incidents. | — | Removed |
| 8012 | Notice . | — | Removed |
| 8013 | Upon becoming aware of a Security Incident, Service Provider agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Employer Account or Administrator. | — | Removed |
| 8014 | Where possible, such notice will include all available details required under Data Protection Laws for the Company to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident. | — | Removed |
| 8015 | Audits. | — | Removed |
| 8016 | Company Audit . | — | Removed |
| 8017 | Where Data Protection Laws afford Company an audit right, Company (or its appointed representative) may carry out an audit of Service Provider’s policies, procedures, and records relevant to the Processing of Company Personal Data. | — | Removed |
| 8018 | Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with reasonable advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) subject to reasonable confidentiality procedures. | — | Removed |
| 8019 | In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction. | — | Removed |
| 8020 | Company Personal Data Deletion. | — | Removed |
| 8021 | Data Deletion . | — | Removed |
| 8022 | At the expiry or termination of the Agreement, Service Provider will retain and delete Company Personal Data in accordance with the Agreement. | — | Removed |
| 8023 | Company’s Obligations. | — | Removed |
| 8024 | Company represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Company Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Company’s practices with respect to the Processing of Company Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Company Personal Data as contemplated by the Agreement; and (iv) Service Provider’s Processing of Company Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Company and any third party. | — | Removed |
| 8025 | Processing Details. | — | Removed |
| 8026 | Subject Matter and Business Purpose . | — | Removed |
| 8027 | The subject matter and business purpose of the Processing is the Services pursuant to the Agreement, including payroll services. | — | Removed |
| 8028 | Duration . | — | Removed |
| 8029 | The Processing will continue until the expiration or termination of the Agreement. | — | Removed |
| 8030 | Categories of Data Subjects . | — | Removed |
| 8031 | Data subjects whose Company Personal Data will be Processed pursuant to the Agreement, including Company employees and workers. | — | Removed |
| 8032 | Nature and Purpose of the Processing . | — | Removed |
| 8033 | The purpose of the Processing of Company Personal Data by Service Provider is the performance of the Services, including payroll services. | — | Removed |
| 8034 | Types of Company Personal Data . | — | Removed |
| 8035 | Company Personal Data that is Processed pursuant to the Agreement, including payroll information of Company workers. | — | Removed |
| 8036 | Effective March 28th 2025 to September 17th 2025 Download Table of Contents Last updated March 28, 2025 This Data Processing Addendum (including its Exhibits) (“ Addendum ”) forms part of and is subject to the terms and conditions of the Employer Terms of Service (the “ Agreement ”) by and between the Employer (as defined in the Agreement) (“ Company ”) and Gusto, Inc. and its subsidiaries and affiliates (“ Service Provider ”). | — | Removed |
| 8037 | Subject Matter and Duration. | — | Removed |
| 8038 | Subject Matter. | — | Removed |
| 8039 | This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Company Personal Data in connection with Service Provider’s execution of the Agreement- but, only to the extent that Employer is subject to Data Protection Laws and they apply to the Processing of Company Personal Data. | — | Removed |
| 8040 | All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. | — | Removed |
| 8041 | If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control. | — | Removed |
| 8042 | Duration and Survival. | — | Removed |
| 8043 | This Addendum will become legally binding upon the effective date of the Agreement or upon the date that the parties sign this Addendum if it is completed after the effective date of the Agreement. | — | Removed |
| 8044 | Service Provider will Process Company Personal Data until the relationship terminates as specified in the Agreement. | — | Removed |
| 8045 | Definitions. | — | Removed |
| 8046 | For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply. “ Company Personal Data ” means any Employer Data that is Personal Data Processed by Service Provider on behalf of Company. “ Data Protection Laws ” means the applicable data privacy, data protection, and cybersecurity laws, rules, and regulations to which the Company Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut’s Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act (in each case as supplemented by implementing regulations and as amended, adopted, or superseded from time to time). “ Personal Data ” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws. “ Process ” or “ Processing ” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Security Incident(s) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Company Personal Data attributable to Service Provider. “ Services ” means the services that Service Provider performs under the Agreement. “ Subprocessor(s) ” means Service Provider’s authorized vendors and third-party service providers that Process Company Personal Data. | — | Removed |
| 8047 | Processing Terms for Company Personal Data. | — | Removed |
| 8048 | Documented Instructions . | — | Removed |
| 8049 | Service Provider shall Process Company Personal Data to provide the Services in accordance with the Agreement, this Addendum, any applicable Statement of Work, and any instructions agreed upon by the parties. | — | Removed |
| 8050 | Service Provider will, unless legally prohibited from doing so, inform Company in writing if it reasonably believes that there is a conflict between Company’s instructions and applicable law or otherwise seeks to Process Company Personal Data in a manner that is inconsistent with Company’s instructions. | — | Removed |
| 8051 | Authorization to Use Subprocessors . | — | Removed |
| 8052 | To the extent necessary to fulfill Service Provider’s contractual obligations under the Agreement, Company hereby authorizes Service Provider to engage Subprocessors. | — | Removed |
| 8053 | Service Provider and Subprocessor Compliance . | — | Removed |
| 8054 | Service Provider shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Company Personal Data that imposes on such Subprocessors data protection requirements for Company Personal Data that are consistent with this Addendum; and (ii) remain responsible to Company for Service Provider’s Subprocessors’ failure to perform their obligations with respect to the Processing of Company Personal Data. | — | Removed |
| 8055 | Confidentiality . | — | Removed |
| 8056 | Any person authorized to Process Company Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality. | — | Removed |
| 8057 | Personal Data Inquiries and Requests . | — | Removed |
| 8058 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance and comply with reasonable instructions from Company related to any requests from individuals exercising their rights in Company Personal Data granted to them under Data Protection Laws. | — | Removed |
| 8059 | Prohibited Uses of Personal Data . | — | Removed |
| 8060 | Service Provider shall not (i) sell or share Company Personal Data as the terms "sell" or “share” are defined by the CCPA; or (ii) retain, use, combine, or disclose Company Personal Data for any purpose other than as described in this Addendum, the Agreement, or permitted under Data Protection Laws. | — | Removed |
| 8061 | Data Protection Impact Assessment and Prior Consultation . | — | Removed |
| 8062 | Where required by Data Protection Laws, Service Provider agrees to provide reasonable assistance at Company’s expense to Company where, in Company’s judgement, the type of Processing performed by Service Provider requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities. | — | Removed |
| 8063 | Demonstrable Compliance . | — | Removed |
| 8064 | Upon Company’s reasonable request Service Provider agrees to provide information reasonably necessary to demonstrate compliance with this Addendum and permit Company to take reasonable steps to stop and remediate unauthorized use of Company Personal Data. | — | Removed |
| 8065 | Service Optimization . | — | Removed |
| 8066 | Where permitted by Data Protection Laws, Service Provider may Process Company Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity. | — | Removed |
| 8067 | Aggregation and De-Identification . | — | Removed |
| 8068 | Service Provider may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes. | — | Removed |
| 8069 | Information Security Program. | — | Removed |
| 8070 | Security Measures . | — | Removed |
| 8071 | Service Provider shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Company Personal Data. | — | Removed |
| 8072 | Security Incidents. | — | Removed |
| 8073 | Notice . | — | Removed |
| 8074 | Upon becoming aware of a Security Incident, Service Provider agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Employer Account or Administrator. | — | Removed |
| 8075 | Where possible, such notice will include all available details required under Data Protection Laws for the Company to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident. | — | Removed |
| 8076 | Audits. | — | Removed |
| 8077 | Company Audit . | — | Removed |
| 8078 | Where Data Protection Laws afford Company an audit right, Company (or its appointed representative) may carry out an audit of Service Provider’s policies, procedures, and records relevant to the Processing of Company Personal Data. | — | Removed |
| 8079 | Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with reasonable advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) subject to reasonable confidentiality procedures. | — | Removed |
| 8080 | In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction. | — | Removed |
| 8081 | Company Personal Data Deletion. | — | Removed |
| 8082 | Data Deletion . | — | Removed |
| 8083 | At the expiry or termination of the Agreement, Service Provider will retain and delete Company Personal Data in accordance with the Agreement. | — | Removed |
| 8084 | Company’s Obligations. | — | Removed |
| 8085 | Company represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Company Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Company’s practices with respect to the Processing of Company Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Company Personal Data as contemplated by the Agreement; and (iv) Service Provider’s Processing of Company Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Company and any third party. | — | Removed |
| 8086 | Processing Details. | — | Removed |
| 8087 | Subject Matter and Business Purpose . | — | Removed |
| 8088 | The subject matter and business purpose of the Processing is the Services pursuant to the Agreement, including payroll services. | — | Removed |
| 8089 | Duration . | — | Removed |
| 8090 | The Processing will continue until the expiration or termination of the Agreement. | — | Removed |
| 8091 | Categories of Data Subjects . | — | Removed |
| 8092 | Data subjects whose Company Personal Data will be Processed pursuant to the Agreement, including Company employees and workers. | — | Removed |
| 8093 | Nature and Purpose of the Processing . | — | Removed |
| 8094 | The purpose of the Processing of Company Personal Data by Service Provider is the performance of the Services, including payroll services. | — | Removed |
| 8095 | Types of Company Personal Data . | — | Removed |
| 8096 | Company Personal Data that is Processed pursuant to the Agreement, including payroll information of Company workers. | — | Removed |
| 8097 | Acceptable Use Policy Version Version 5.0 (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last Updated February 21, 2024 This Acceptable Use Policy (“Policy”) sets forth the standards that apply to anyone accessing or using our Platform and/or Services (“you”), whether directly or via our embedded payroll solution or through third party programs. | — | Removed |
| 8098 | Other capitalized terms used but not defined in this Policy are defined in the Gusto Employer Terms of Service . | — | Removed |
| 8099 | We may update this Policy from time to time by posting it on our Site and it is your responsibility to review for updates. | — | Removed |
| 8100 | Your continued use of our Platform and Services after a modification will constitute your acceptance of the modified Policy. | — | Removed |
| 8101 | Violations of this Policy Without limiting other remedies available to us, if Gusto, in our sole discretion, determines or suspects that you have violated this Policy we may suspend or terminate your access to your account, our Platform, and/or to any Service(s) you may be using. | — | Removed |
| 8102 | Please see the Employer Terms of Service or Members Terms of Service for more information (as applicable). | — | Removed |
| 8103 | Acceptable Use You agree to use and engage with the Platform and Services only as expressly authorized by Gusto and not to do or allow others to do any of the following: Operational Prohibitions Post, upload, or distribute any content to, or use the Platform or Services in any way, that (a) promotes or causes harm, or (b) promotes violations of, or is in violation of, the law or applicable rules or regulations. | — | Removed |
| 8104 | Such content includes but is not limited to: content that is discriminatory, bigoted, racist, hateful, pornographic, defamatory, vulgar, harassing, violent, or threatening of violence, towards any person or group of people; Engage in the purchase, marketing, sale, or distribution of illegal or high-risk goods/services or promote hate, violence, or intolerance; Engaging in any business that is under Gusto’s then existing restricted industries list; Post, upload, or distribute any content that contains software viruses, files or programs designed to interrupt, destroy or limit functionality of any software or hardware; Use the Platform or Services to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, email bombing, chain letters, or other form of solicitation; Attack another party maliciously; Collect from or store on the Platform or Services any personally identifiable information or protected health information of an individual without their express permission; Engage in any behavior that causes, or may cause harm or other material negative impact, to Gusto, Gusto employees, Gusto contingent workers, or Gusto service providers. | — | Removed |
| 8105 | Such behavior includes but is not limited to: behavior that is harassing, threatening, demeaning, bullying, discriminatory, bigoted, racist, hateful, vulgar, violent or threatens violence, defamatory, unreasonably or disproportionately burdensome to Gusto’s customer service processes or infrastructure, or may negatively impact Gusto’s reputation; Use the Platform or Services in any way that is misleading, deceptive, or perpetuates fraud. | — | Removed |
| 8106 | Such conduct includes but is not limited to: submitting improperly altered information, including but not limited to, falsified bank records; concealing your identity; impersonating or misrepresenting your affiliation with any person or entity; making payments to people or entities on sanctioned lists or operating in any sanctioned jurisdiction; or using the Platform or Services for illegal or fraudulent activity of any kind; Technical Prohibitions Bypass any security protections implemented by Gusto or our third party service providers to protect the Platform, Services, Employer Data, Member Data, or Gusto Content, attempt to access any non-public areas of the Platform or Services, or attempt to access the Platform or Services through any mechanism other than the software provided by Gusto; Attempt to probe, scan, or test the vulnerability of any Gusto system or network without our express written permission; Interfere or attempt to interfere with the proper working of the Platform or Services; Harvest or “scrape” any Gusto Content, Employer Data, or Member Data from the Platform or Services without Gusto’s express written consent; “crawl” or “spider” any page of the Site or Platform; Take any action that may impose (as determined by Gusto in Gusto’s sole discretion) an unusual or unreasonably large load on Gusto’s (or a Gusto third party service provider’s) support and/or technical infrastructure; Access the Platform or Services for any purpose beyond those expressly authorized in the Terms of Service, such as, to monitor its availability, performance, functionality, or for any other benchmarking or competitive purposes; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Gusto Content to send altered, deceptive, or false source identifying information; Intellectual Property Prohibitions In any way attempt to violate Gusto’s intellectual property rights; Display or mirror the Site, or the layout or design of any page on the Site, the Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, without Gusto’s prior written consent; Attempt to decipher, reverse engineer or otherwise attempt to derive any source code or algorithms of any of the software used to provide the Platform, Services or Gusto Content; Use any hidden text metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Post, upload, or distribute any content that violates a third party’s intellectual property rights or rights of publicity or privacy. | — | Removed |
| 8107 | Effective February 21st 2024 to November 15th 2024 Download Table of Contents Last Updated February 21, 2024 This Acceptable Use Policy (“Policy”) sets forth the standards that apply to anyone accessing or using our Platform and/or Services (“you”), whether directly or via our embedded payroll solution or through third party programs. | — | Removed |
| 8108 | Other capitalized terms used but not defined in this Policy are defined in the Gusto Employer Terms of Service . | — | Removed |
| 8109 | We may update this Policy from time to time by posting it on our Site and it is your responsibility to review for updates. | — | Removed |
| 8110 | Your continued use of our Platform and Services after a modification will constitute your acceptance of the modified Policy. | — | Removed |
| 8111 | Violations of this Policy Without limiting other remedies available to us, if Gusto, in our sole discretion, determines or suspects that you have violated this Policy we may suspend or terminate your access to your account, our Platform, and/or to any Service(s) you may be using. | — | Removed |
| 8112 | Please see the Employer Terms of Service or Members Terms of Service for more information (as applicable). | — | Removed |
| 8113 | Acceptable Use You agree to use and engage with the Platform and Services only as expressly authorized by Gusto and not to do or allow others to do any of the following: Operational Prohibitions Post, upload, or distribute any content to, or use the Platform or Services in any way, that (a) promotes or causes harm, or (b) promotes violations of, or is in violation of, the law or applicable rules or regulations. | — | Removed |
| 8114 | Such content includes but is not limited to: content that is discriminatory, bigoted, racist, hateful, pornographic, defamatory, vulgar, harassing, violent, or threatening of violence, towards any person or group of people; Engage in the purchase, marketing, sale, or distribution of illegal or high-risk goods/services or promote hate, violence, or intolerance; Engaging in any business that is under Gusto’s then existing restricted industries list; Post, upload, or distribute any content that contains software viruses, files or programs designed to interrupt, destroy or limit functionality of any software or hardware; Use the Platform or Services to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, email bombing, chain letters, or other form of solicitation; Attack another party maliciously; Collect from or store on the Platform or Services any personally identifiable information or protected health information of an individual without their express permission; Engage in any behavior that causes, or may cause harm or other material negative impact, to Gusto, Gusto employees, Gusto contingent workers, or Gusto service providers. | — | Removed |
| 8115 | Such behavior includes but is not limited to: behavior that is harassing, threatening, demeaning, bullying, discriminatory, bigoted, racist, hateful, vulgar, violent or threatens violence, defamatory, unreasonably or disproportionately burdensome to Gusto’s customer service processes or infrastructure, or may negatively impact Gusto’s reputation; Use the Platform or Services in any way that is misleading, deceptive, or perpetuates fraud. | — | Removed |
| 8116 | Such conduct includes but is not limited to: submitting improperly altered information, including but not limited to, falsified bank records; concealing your identity; impersonating or misrepresenting your affiliation with any person or entity; making payments to people or entities on sanctioned lists or operating in any sanctioned jurisdiction; or using the Platform or Services for illegal or fraudulent activity of any kind; Technical Prohibitions Bypass any security protections implemented by Gusto or our third party service providers to protect the Platform, Services, Employer Data, Member Data, or Gusto Content, attempt to access any non-public areas of the Platform or Services, or attempt to access the Platform or Services through any mechanism other than the software provided by Gusto; Attempt to probe, scan, or test the vulnerability of any Gusto system or network without our express written permission; Interfere or attempt to interfere with the proper working of the Platform or Services; Harvest or “scrape” any Gusto Content, Employer Data, or Member Data from the Platform or Services without Gusto’s express written consent; “crawl” or “spider” any page of the Site or Platform; Take any action that may impose (as determined by Gusto in Gusto’s sole discretion) an unusual or unreasonably large load on Gusto’s (or a Gusto third party service provider’s) support and/or technical infrastructure; Access the Platform or Services for any purpose beyond those expressly authorized in the Terms of Service, such as, to monitor its availability, performance, functionality, or for any other benchmarking or competitive purposes; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Gusto Content to send altered, deceptive, or false source identifying information; Intellectual Property Prohibitions In any way attempt to violate Gusto’s intellectual property rights; Display or mirror the Site, or the layout or design of any page on the Site, the Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, without Gusto’s prior written consent; Attempt to decipher, reverse engineer or otherwise attempt to derive any source code or algorithms of any of the software used to provide the Platform, Services or Gusto Content; Use any hidden text metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Post, upload, or distribute any content that violates a third party’s intellectual property rights or rights of publicity or privacy. | — | Removed |
| 8117 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last Updated February 21, 2024 This Acceptable Use Policy (“ Policy ”) sets forth the standards that apply to anyone accessing or using our Platform and/or Services (“ you ”), whether directly or via our embedded payroll solution or through third party programs. | — | Removed |
| 8118 | Other capitalized terms used but not defined in this Policy are defined in the Gusto Employer Terms of Service . | — | Removed |
| 8119 | We may update this Policy from time to time by posting it on our Site and it is your responsibility to review for updates. | — | Removed |
| 8120 | Your continued use of our Platform and Services after a modification will constitute your acceptance of the modified Policy. | — | Removed |
| 8121 | Violations of this Policy Without limiting other remedies available to us, if Gusto, in our sole discretion, determines or suspects that you have violated this Policy we may suspend or terminate your access to your account, our Platform, and/or to any Service(s) you may be using. | — | Removed |
| 8122 | Please see the Employer Terms of Service or Members Terms of Service for more information (as applicable). | — | Removed |
| 8123 | Acceptable Use You agree to use and engage with the Platform and Services only as expressly authorized by Gusto and not to do or allow others to do any of the following: Operational Prohibitions Post, upload, or distribute any content to, or use the Platform or Services in any way, that (a) promotes or causes harm, or (b) promotes violations of, or is in violation of, the law or applicable rules or regulations. | — | Removed |
| 8124 | Such content includes but is not limited to: content that is discriminatory, bigoted, racist, hateful, pornographic, defamatory, vulgar, harassing, violent, or threatening of violence, towards any person or group of people; Engage in the purchase, marketing, sale, or distribution of illegal or high-risk goods/services or promote hate, violence, or intolerance; Engaging in any business that is under Gusto’s then existing restricted industries list; Post, upload, or distribute any content that contains software viruses, files or programs designed to interrupt, destroy or limit functionality of any software or hardware; Use the Platform or Services to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, email bombing, chain letters, or other form of solicitation; Attack another party maliciously; Collect from or store on the Platform or Services any personally identifiable information or protected health information of an individual without their express permission; Engage in any behavior that causes, or may cause harm or other material negative impact, to Gusto, Gusto employees, Gusto contingent workers, or Gusto service providers. | — | Removed |
| 8125 | Such behavior includes but is not limited to: behavior that is harassing, threatening, demeaning, bullying, discriminatory, bigoted, racist, hateful, vulgar, violent or threatens violence, defamatory, unreasonably or disproportionately burdensome to Gusto’s customer service processes or infrastructure, or may negatively impact Gusto’s reputation; Use the Platform or Services in any way that is misleading, deceptive, or perpetuates fraud. | — | Removed |
| 8126 | Such conduct includes but is not limited to: submitting improperly altered information, including but not limited to, falsified bank records; concealing your identity; impersonating or misrepresenting your affiliation with any person or entity; making payments to people or entities on sanctioned lists or operating in any sanctioned jurisdiction; or using the Platform or Services for illegal or fraudulent activity of any kind; Technical Prohibitions Bypass any security protections implemented by Gusto or our third party service providers to protect the Platform, Services, Employer Data, Member Data, or Gusto Content, attempt to access any non-public areas of the Platform or Services, or attempt to access the Platform or Services through any mechanism other than the software provided by Gusto; Attempt to probe, scan, or test the vulnerability of any Gusto system or network without our express written permission; Interfere or attempt to interfere with the proper working of the Platform or Services; Harvest or “scrape” any Gusto Content, Employer Data, or Member Data from the Platform or Services without Gusto’s express written consent; “crawl” or “spider” any page of the Site or Platform; Take any action that may impose (as determined by Gusto in Gusto’s sole discretion) an unusual or unreasonably large load on Gusto’s (or a Gusto third party service provider’s) support and/or technical infrastructure; Access the Platform or Services for any purpose beyond those expressly authorized in the Terms of Service, such as, to monitor its availability, performance, functionality, or for any other benchmarking or competitive purposes; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Gusto Content to send altered, deceptive, or false source identifying information; Intellectual Property Prohibitions In any way attempt to violate Gusto’s intellectual property rights; Display or mirror the Site, or the layout or design of any page on the Site, the Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, without Gusto’s prior written consent; Attempt to decipher, reverse engineer or otherwise attempt to derive any source code or algorithms of any of the software used to provide the Platform, Services or Gusto Content; Use any hidden text metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Post, upload, or distribute any content that violates a third party’s intellectual property rights or rights of publicity or privacy. | — | Removed |
| 8127 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last Updated February 21, 2024 This Acceptable Use Policy (“ Policy ”) sets forth the standards that apply to anyone accessing or using our Platform and/or Services (“ you ”), whether directly or via our embedded payroll solution or through third party programs. | — | Removed |
| 8128 | Other capitalized terms used but not defined in this Policy are defined in the Gusto Employer Terms of Service . | — | Removed |
| 8129 | We may update this Policy from time to time by posting it on our Site and it is your responsibility to review for updates. | — | Removed |
| 8130 | Your continued use of our Platform and Services after a modification will constitute your acceptance of the modified Policy. | — | Removed |
| 8131 | Violations of this Policy Without limiting other remedies available to us, if Gusto, in our sole discretion, determines or suspects that you have violated this Policy we may suspend or terminate your access to your account, our Platform, and/or to any Service(s) you may be using. | — | Removed |
| 8132 | Please see the Employer Terms of Service or Members Terms of Service for more information (as applicable). | — | Removed |
| 8133 | Acceptable Use You agree to use and engage with the Platform and Services only as expressly authorized by Gusto and not to do or allow others to do any of the following: Operational Prohibitions Post, upload, or distribute any content to, or use the Platform or Services in any way, that (a) promotes or causes harm, or (b) promotes violations of, or is in violation of, the law or applicable rules or regulations. | — | Removed |
| 8134 | Such content includes but is not limited to: content that is discriminatory, bigoted, racist, hateful, pornographic, defamatory, vulgar, harassing, violent, or threatening of violence, towards any person or group of people; Engage in the purchase, marketing, sale, or distribution of illegal or high-risk goods/services or promote hate, violence, or intolerance; Engaging in any business that is under Gusto’s then existing restricted industries list; Post, upload, or distribute any content that contains software viruses, files or programs designed to interrupt, destroy or limit functionality of any software or hardware; Use the Platform or Services to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, email bombing, chain letters, or other form of solicitation; Attack another party maliciously; Collect from or store on the Platform or Services any personally identifiable information or protected health information of an individual without their express permission; Engage in any behavior that causes, or may cause harm or other material negative impact, to Gusto, Gusto employees, Gusto contingent workers, or Gusto service providers. | — | Removed |
| 8135 | Such behavior includes but is not limited to: behavior that is harassing, threatening, demeaning, bullying, discriminatory, bigoted, racist, hateful, vulgar, violent or threatens violence, defamatory, unreasonably or disproportionately burdensome to Gusto’s customer service processes or infrastructure, or may negatively impact Gusto’s reputation; Use the Platform or Services in any way that is misleading, deceptive, or perpetuates fraud. | — | Removed |
| 8136 | Such conduct includes but is not limited to: submitting improperly altered information, including but not limited to, falsified bank records; concealing your identity; impersonating or misrepresenting your affiliation with any person or entity; making payments to people or entities on sanctioned lists or operating in any sanctioned jurisdiction; or using the Platform or Services for illegal or fraudulent activity of any kind; Technical Prohibitions Bypass any security protections implemented by Gusto or our third party service providers to protect the Platform, Services, Employer Data, Member Data, or Gusto Content, attempt to access any non-public areas of the Platform or Services, or attempt to access the Platform or Services through any mechanism other than the software provided by Gusto; Attempt to probe, scan, or test the vulnerability of any Gusto system or network without our express written permission; Interfere or attempt to interfere with the proper working of the Platform or Services; Harvest or “scrape” any Gusto Content, Employer Data, or Member Data from the Platform or Services without Gusto’s express written consent; “crawl” or “spider” any page of the Site or Platform; Take any action that may impose (as determined by Gusto in Gusto’s sole discretion) an unusual or unreasonably large load on Gusto’s (or a Gusto third party service provider’s) support and/or technical infrastructure; Access the Platform or Services for any purpose beyond those expressly authorized in the Terms of Service, such as, to monitor its availability, performance, functionality, or for any other benchmarking or competitive purposes; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Gusto Content to send altered, deceptive, or false source identifying information; Intellectual Property Prohibitions In any way attempt to violate Gusto’s intellectual property rights; Display or mirror the Site, or the layout or design of any page on the Site, the Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, without Gusto’s prior written consent; Attempt to decipher, reverse engineer or otherwise attempt to derive any source code or algorithms of any of the software used to provide the Platform, Services or Gusto Content; Use any hidden text metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Post, upload, or distribute any content that violates a third party’s intellectual property rights or rights of publicity or privacy. | — | Removed |
| 8137 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last Updated February 21, 2024 This Acceptable Use Policy (“ Policy ”) sets forth the standards that apply to anyone accessing or using our Platform and/or Services (“ you ”), whether directly or via our embedded payroll solution or through third party programs. | — | Removed |
| 8138 | Other capitalized terms used but not defined in this Policy are defined in the Gusto Employer Terms of Service . | — | Removed |
| 8139 | We may update this Policy from time to time by posting it on our Site and it is your responsibility to review for updates. | — | Removed |
| 8140 | Your continued use of our Platform and Services after a modification will constitute your acceptance of the modified Policy. | — | Removed |
| 8141 | Violations of this Policy Without limiting other remedies available to us, if Gusto, in our sole discretion, determines or suspects that you have violated this Policy we may suspend or terminate your access to your account, our Platform, and/or to any Service(s) you may be using. | — | Removed |
| 8142 | Please see the Employer Terms of Service or Members Terms of Service for more information (as applicable). | — | Removed |
| 8143 | Acceptable Use You agree to use and engage with the Platform and Services only as expressly authorized by Gusto and not to do or allow others to do any of the following: Operational Prohibitions Post, upload, or distribute any content to, or use the Platform or Services in any way, that (a) promotes or causes harm, or (b) promotes violations of, or is in violation of, the law or applicable rules or regulations. | — | Removed |
| 8144 | Such content includes but is not limited to: content that is discriminatory, bigoted, racist, hateful, pornographic, defamatory, vulgar, harassing, violent, or threatening of violence, towards any person or group of people; Engage in the purchase, marketing, sale, or distribution of illegal or high-risk goods/services or promote hate, violence, or intolerance; Engaging in any business that is under Gusto’s then existing restricted industries list; Post, upload, or distribute any content that contains software viruses, files or programs designed to interrupt, destroy or limit functionality of any software or hardware; Use the Platform or Services to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, email bombing, chain letters, or other form of solicitation; Attack another party maliciously; Collect from or store on the Platform or Services any personally identifiable information or protected health information of an individual without their express permission; Engage in any behavior that causes, or may cause harm or other material negative impact, to Gusto, Gusto employees, Gusto contingent workers, or Gusto service providers. | — | Removed |
| 8145 | Such behavior includes but is not limited to: behavior that is harassing, threatening, demeaning, bullying, discriminatory, bigoted, racist, hateful, vulgar, violent or threatens violence, defamatory, unreasonably or disproportionately burdensome to Gusto’s customer service processes or infrastructure, or may negatively impact Gusto’s reputation; Use the Platform or Services in any way that is misleading, deceptive, or perpetuates fraud. | — | Removed |
| 8146 | Such conduct includes but is not limited to: submitting improperly altered information, including but not limited to, falsified bank records; concealing your identity; impersonating or misrepresenting your affiliation with any person or entity; making payments to people or entities on sanctioned lists or operating in any sanctioned jurisdiction; or using the Platform or Services for illegal or fraudulent activity of any kind; Technical Prohibitions Bypass any security protections implemented by Gusto or our third party service providers to protect the Platform, Services, Employer Data, Member Data, or Gusto Content, attempt to access any non-public areas of the Platform or Services, or attempt to access the Platform or Services through any mechanism other than the software provided by Gusto; Attempt to probe, scan, or test the vulnerability of any Gusto system or network without our express written permission; Interfere or attempt to interfere with the proper working of the Platform or Services; Harvest or “scrape” any Gusto Content, Employer Data, or Member Data from the Platform or Services without Gusto’s express written consent; “crawl” or “spider” any page of the Site or Platform; Take any action that may impose (as determined by Gusto in Gusto’s sole discretion) an unusual or unreasonably large load on Gusto’s (or a Gusto third party service provider’s) support and/or technical infrastructure; Access the Platform or Services for any purpose beyond those expressly authorized in the Terms of Service, such as, to monitor its availability, performance, functionality, or for any other benchmarking or competitive purposes; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Gusto Content to send altered, deceptive, or false source identifying information; Intellectual Property Prohibitions In any way attempt to violate Gusto’s intellectual property rights; Display or mirror the Site, or the layout or design of any page on the Site, the Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, without Gusto’s prior written consent; Attempt to decipher, reverse engineer or otherwise attempt to derive any source code or algorithms of any of the software used to provide the Platform, Services or Gusto Content; Use any hidden text metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; Post, upload, or distribute any content that violates a third party’s intellectual property rights or rights of publicity or privacy. | — | Removed |
| 8147 | Electronic Communications Consent Version Version 4.0 (Current) Version 3.0 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last Updated February 21, 2024 This Electronic Communications Consent (“ E-Sign Consent ”) puts Gusto Members (“ you ” or “ your ”) on notice that Gusto will solely communicate with you electronically. | — | Removed |
| 8148 | Capitalized terms used but not defined in this Consent have the meanings ascribed to them in the Gusto Members Terms of Service (“ Gusto Members Terms ”) as applicable. | — | Removed |
| 8149 | If you do not agree to this Consent or withdraw your consent provided herein, you may not be able to begin, or continue, use of Gusto Services. | — | Removed |
| 8150 | This Consent will take effect at the time you click to confirm acceptance of the Consent and will continue until terminated by you or Gusto. “ Communication ” means the Gusto Members Terms, any Additional Terms, agreement, disclosure, notice, invoice, policy, document, and any other information related to your Member Account or Gusto Services. | — | Removed |
| 8151 | Under this Consent, Gusto may provide all Communications electronically by email, by text message, or by making them accessible via the Gusto Platform to the extent permitted by applicable law. | — | Removed |
| 8152 | Scope of Your Consent . | — | Removed |
| 8153 | Your agreement to this Consent confirms your ability and consent to receive Communications electronically from Gusto, its affiliates, and its third party service providers over the course of your relationship with Gusto. | — | Removed |
| 8154 | All electronic Communications from us to you will be considered “in writing”. | — | Removed |
| 8155 | You agree to use electronic signatures in place of written signatures. | — | Removed |
| 8156 | Your consent will be effective immediately and will remain in effect unless and until either you or Gusto revoke it. | — | Removed |
| 8157 | Any Gusto Member Terms, and any amendments, 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, delivered in person. | — | Removed |
| 8158 | Neither you nor Gusto may argue that a contract was not formed based on either (i) the use of electronic means to deliver a signature or to indicate acceptance or (ii) the fact that any signature or acceptance of was transmitted or communicated through electronic means; and you and Gusto forever waive any related defense. | — | Removed |
| 8159 | Maintaining Accurate Contact Information . | — | Removed |
| 8160 | It is your responsibility to provide Gusto with an active and accurate email address and to promptly notify us of any changes in this information. | — | Removed |
| 8161 | You can update your contact information (such as your email address) through your Member Account. | — | Removed |
| 8162 | Gusto is not responsible for any delay or failure of Communications that are sent to the email address that you have provided to us. | — | Removed |
| 8163 | Paper Copies . | — | Removed |
| 8164 | Gusto will not send paper copies of any Communications; however we reserve the right, but assume no obligations, to provide a paper copy (instead of electronic) of any Communication that you have authorized us to provide electronically. | — | Removed |
| 8165 | You should print or download for your records a copy of this Consent and any other Communication that is important to you. | — | Removed |
| 8166 | Hardware and Software Requirements . | — | Removed |
| 8167 | You understand that to receive electronic deliveries, you must have Internet access, an internet browser that supports 128 bit encryption, a valid email address, the ability to download and have ongoing access to such applications as Gusto may specify, sufficient electronic storage capacity on your computer’s hard drive or other data storage unit, and a printer or other device to download and print or save any information you may wish to retain. | — | Removed |
| 8168 | Gusto will notify you of any changes in the hardware and software requirements needed to access Communications covered by your consent in this section. | — | Removed |
| 8169 | By accessing the Gusto Services, you represent that you have the requisite hardware and software to receive electronic Communications and to retain and print the electronic Communications for your records. | — | Removed |
| 8170 | Withdrawal of Consent . | — | Removed |
| 8171 | You may withdraw your consent to receive electronic Communications at any time by emailing [email protected] and referencing this E-Sign Consent. | — | Removed |
| 8172 | However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Gusto Services. | — | Removed |
| 8173 | You understand that your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it, and you may receive electronic Communications in the interim. | — | Removed |
| 8174 | Effective February 21st 2024 to November 15th 2024 Download Table of Contents Last Updated February 21, 2024 This Electronic Communications Consent (“ E-Sign Consent ”) puts Gusto Members (“ you ” or “ your ”) on notice that Gusto will solely communicate with you electronically. | — | Removed |
| 8175 | Capitalized terms used but not defined in this Consent have the meanings ascribed to them in the Gusto Members Terms of Service (“ Gusto Members Terms ”) as applicable. | — | Removed |
| 8176 | If you do not agree to this Consent or withdraw your consent provided herein, you may not be able to begin, or continue, use of Gusto Services. | — | Removed |
| 8177 | This Consent will take effect at the time you click to confirm acceptance of the Consent and will continue until terminated by you or Gusto. “ Communication ” means the Gusto Members Terms, any Additional Terms, agreement, disclosure, notice, invoice, policy, document, and any other information related to your Member Account or Gusto Services. | — | Removed |
| 8178 | Under this Consent, Gusto may provide all Communications electronically by email, by text message, or by making them accessible via the Gusto Platform to the extent permitted by applicable law. | — | Removed |
| 8179 | Scope of Your Consent . | — | Removed |
| 8180 | Your agreement to this Consent confirms your ability and consent to receive Communications electronically from Gusto, its affiliates, and its third party service providers over the course of your relationship with Gusto. | — | Removed |
| 8181 | All electronic Communications from us to you will be considered “in writing”. | — | Removed |
| 8182 | You agree to use electronic signatures in place of written signatures. | — | Removed |
| 8183 | Your consent will be effective immediately and will remain in effect unless and until either you or Gusto revoke it. | — | Removed |
| 8184 | Any Gusto Member Terms, and any amendments, 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, delivered in person. | — | Removed |
| 8185 | Neither you nor Gusto may argue that a contract was not formed based on either (i) the use of electronic means to deliver a signature or to indicate acceptance or (ii) the fact that any signature or acceptance of was transmitted or communicated through electronic means; and you and Gusto forever waive any related defense. | — | Removed |
| 8186 | Maintaining Accurate Contact Information . | — | Removed |
| 8187 | It is your responsibility to provide Gusto with an active and accurate email address and to promptly notify us of any changes in this information. | — | Removed |
| 8188 | You can update your contact information (such as your email address) through your Member Account. | — | Removed |
| 8189 | Gusto is not responsible for any delay or failure of Communications that are sent to the email address that you have provided to us. | — | Removed |
| 8190 | Paper Copies . | — | Removed |
| 8191 | Gusto will not send paper copies of any Communications; however we reserve the right, but assume no obligations, to provide a paper copy (instead of electronic) of any Communication that you have authorized us to provide electronically. | — | Removed |
| 8192 | You should print or download for your records a copy of this Consent and any other Communication that is important to you. | — | Removed |
| 8193 | Hardware and Software Requirements . | — | Removed |
| 8194 | You understand that to receive electronic deliveries, you must have Internet access, an internet browser that supports 128 bit encryption, a valid email address, the ability to download and have ongoing access to such applications as Gusto may specify, sufficient electronic storage capacity on your computer’s hard drive or other data storage unit, and a printer or other device to download and print or save any information you may wish to retain. | — | Removed |
| 8195 | Gusto will notify you of any changes in the hardware and software requirements needed to access Communications covered by your consent in this section. | — | Removed |
| 8196 | By accessing the Gusto Services, you represent that you have the requisite hardware and software to receive electronic Communications and to retain and print the electronic Communications for your records. | — | Removed |
| 8197 | Withdrawal of Consent . | — | Removed |
| 8198 | You may withdraw your consent to receive electronic Communications at any time by emailing [email protected] and referencing this E-Sign Consent. | — | Removed |
| 8199 | However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Gusto Services. | — | Removed |
| 8200 | You understand that your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it, and you may receive electronic Communications in the interim. | — | Removed |
| 8201 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last Updated February 21, 2024 This Electronic Communications Consent (“ E-Sign Consent ”) puts Gusto Members (“ you ” or “ your ”) on notice that Gusto will solely communicate with you electronically. | — | Removed |
| 8202 | Capitalized terms used but not defined in this Consent have the meanings ascribed to them in the Gusto Members Terms of Service (“ Gusto Members Terms ”) as applicable. | — | Removed |
| 8203 | If you do not agree to this Consent or withdraw your consent provided herein, you may not be able to begin, or continue, use of Gusto Services. | — | Removed |
| 8204 | This Consent will take effect at the time you click to confirm acceptance of the Consent and will continue until terminated by you or Gusto. “ Communication ” means the Gusto Members Terms, any Additional Terms, agreement, disclosure, notice, invoice, policy, document, and any other information related to your Member Account or Gusto Services. | — | Removed |
| 8205 | Under this Consent, Gusto may provide all Communications electronically by email, by text message, or by making them accessible via the Gusto Platform to the extent permitted by applicable law. | — | Removed |
| 8206 | Scope of Your Consent . | — | Removed |
| 8207 | Your agreement to this Consent confirms your ability and consent to receive Communications electronically from Gusto, its affiliates, and its third party service providers over the course of your relationship with Gusto. | — | Removed |
| 8208 | All electronic Communications from us to you will be considered “in writing”. | — | Removed |
| 8209 | You agree to use electronic signatures in place of written signatures. | — | Removed |
| 8210 | Your consent will be effective immediately and will remain in effect unless and until either you or Gusto revoke it. | — | Removed |
| 8211 | Any Gusto Member Terms, and any amendments, 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, delivered in person. | — | Removed |
| 8212 | Neither you nor Gusto may argue that a contract was not formed based on either (i) the use of electronic means to deliver a signature or to indicate acceptance or (ii) the fact that any signature or acceptance of was transmitted or communicated through electronic means; and you and Gusto forever waive any related defense. | — | Removed |
| 8213 | Maintaining Accurate Contact Information . | — | Removed |
| 8214 | It is your responsibility to provide Gusto with an active and accurate email address and to promptly notify us of any changes in this information. | — | Removed |
| 8215 | You can update your contact information (such as your email address) through your Member Account. | — | Removed |
| 8216 | Gusto is not responsible for any delay or failure of Communications that are sent to the email address that you have provided to us. | — | Removed |
| 8217 | Paper Copies . | — | Removed |
| 8218 | Gusto will not send paper copies of any Communications; however we reserve the right, but assume no obligations, to provide a paper copy (instead of electronic) of any Communication that you have authorized us to provide electronically. | — | Removed |
| 8219 | You should print or download for your records a copy of this Consent and any other Communication that is important to you. | — | Removed |
| 8220 | Hardware and Software Requirements . | — | Removed |
| 8221 | You understand that to receive electronic deliveries, you must have Internet access, an internet browser that supports 128 bit encryption, a valid email address, the ability to download and have ongoing access to such applications as Gusto may specify, sufficient electronic storage capacity on your computer’s hard drive or other data storage unit, and a printer or other device to download and print or save any information you may wish to retain. | — | Removed |
| 8222 | Gusto will notify you of any changes in the hardware and software requirements needed to access Communications covered by your consent in this section. | — | Removed |
| 8223 | By accessing the Gusto Services, you represent that you have the requisite hardware and software to receive electronic Communications and to retain and print the electronic Communications for your records. | — | Removed |
| 8224 | Withdrawal of Consent . | — | Removed |
| 8225 | You may withdraw your consent to receive electronic Communications at any time by emailing [email protected] and referencing this E-Sign Consent. | — | Removed |
| 8226 | However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Gusto Services. | — | Removed |
| 8227 | You understand that your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it, and you may receive electronic Communications in the interim. | — | Removed |
| 8228 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last Updated February 21, 2024 This Electronic Communications Consent (“ E-Sign Consent ”) puts Gusto Members (“ you ” or “ your ”) on notice that Gusto will solely communicate with you electronically. | — | Removed |
| 8229 | Capitalized terms used but not defined in this Consent have the meanings ascribed to them in the Gusto Members Terms of Service (“ Gusto Members Terms ”) as applicable. | — | Removed |
| 8230 | If you do not agree to this Consent or withdraw your consent provided herein, you may not be able to begin, or continue, use of Gusto Services. | — | Removed |
| 8231 | This Consent will take effect at the time you click to confirm acceptance of the Consent and will continue until terminated by you or Gusto. “ Communication ” means the Gusto Members Terms, any Additional Terms, agreement, disclosure, notice, invoice, policy, document, and any other information related to your Member Account or Gusto Services. | — | Removed |
| 8232 | Under this Consent, Gusto may provide all Communications electronically by email, by text message, or by making them accessible via the Gusto Platform to the extent permitted by applicable law. | — | Removed |
| 8233 | Scope of Your Consent. | — | Removed |
| 8234 | Your agreement to this Consent confirms your ability and consent to receive Communications electronically from Gusto, its affiliates, and its third party service providers over the course of your relationship with Gusto. | — | Removed |
| 8235 | All electronic Communications from us to you will be considered “in writing”. | — | Removed |
| 8236 | You agree to use electronic signatures in place of written signatures. | — | Removed |
| 8237 | Your consent will be effective immediately and will remain in effect unless and until either you or Gusto revoke it. | — | Removed |
| 8238 | Any Gusto Member Terms, and any amendments, 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, delivered in person. | — | Removed |
| 8239 | Neither you nor Gusto may argue that a contract was not formed based on either (i) the use of electronic means to deliver a signature or to indicate acceptance or (ii) the fact that any signature or acceptance of was transmitted or communicated through electronic means; and you and Gusto forever waive any related defense. | — | Removed |
| 8240 | Maintaining Accurate Contact Information. | — | Removed |
| 8241 | It is your responsibility to provide Gusto with an active and accurate email address and to promptly notify us of any changes in this information. | — | Removed |
| 8242 | You can update your contact information (such as your email address) through your Member Account. | — | Removed |
| 8243 | Gusto is not responsible for any delay or failure of Communications that are sent to the email address that you have provided to us. | — | Removed |
| 8244 | Paper copies. | — | Removed |
| 8245 | Gusto will not send paper copies of any Communications; however we reserve the right, but assume no obligations, to provide a paper copy (instead of electronic) of any Communication that you have authorized us to provide electronically. | — | Removed |
| 8246 | You should print or download for your records a copy of this Consent and any other Communication that is important to you. | — | Removed |
| 8247 | Hardware and Software Requirements. | — | Removed |
| 8248 | You understand that to receive electronic deliveries, you must have Internet access, an internet browser that supports 128 bit encryption, a valid email address, the ability to download and have ongoing access to such applications as Gusto may specify, sufficient electronic storage capacity on your computer’s hard drive or other data storage unit, and a printer or other device to download and print or save any information you may wish to retain. | — | Removed |
| 8249 | Gusto will notify you of any changes in the hardware and software requirements needed to access Communications covered by your consent in this section. | — | Removed |
| 8250 | By accessing the Gusto Services, you represent that you have the requisite hardware and software to receive electronic Communications and to retain and print the electronic Communications for your records. | — | Removed |
| 8251 | Withdrawal of Consent. | — | Removed |
| 8252 | You may withdraw your consent to receive electronic Communications at any time by emailing [email protected] and referencing this E-Sign Consent. | — | Removed |
| 8253 | However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Gusto Services. | — | Removed |
| 8254 | You understand that your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it, and you may receive electronic Communications in the interim. | — | Removed |
| 8255 | Terms for Promotional Offers & Discounts Version Version 5.0 (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective October 20th 2023 Download Table of Contents Last updated: February 27, 2023 The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. | — | Removed |
| 8256 | In addition, the Terms listed below apply to each promotion and/or discount as indicated. | — | Removed |
| 8257 | Capitalized terms below have the meanings given to them in the Gusto Terms of Service. | — | Removed |
| 8258 | To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. | — | Removed |
| 8259 | You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. | — | Removed |
| 8260 | You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. | — | Removed |
| 8261 | Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries. | — | Removed |
| 8262 | Gusto has two types of Offers: Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent. | — | Removed |
| 8263 | Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. | — | Removed |
| 8264 | In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll). | — | Removed |
| 8265 | Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. | — | Removed |
| 8266 | In some cases, an Offer may apply to multiple consecutive invoices. | — | Removed |
| 8267 | In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met. | — | Removed |
| 8268 | Offers cannot be combined or “stacked” unless otherwise indicated. | — | Removed |
| 8269 | If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms: Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product); In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount. | — | Removed |
| 8270 | For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity. | — | Removed |
| 8271 | Offers cannot be redeemed for cash or cash equivalent. | — | Removed |
| 8272 | Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. | — | Removed |
| 8273 | Offers cannot be applied retroactively to prior invoices. | — | Removed |
| 8274 | All Gusto Offers, products and Services are subject to availability. | — | Removed |
| 8275 | Gusto reserves the right to modify or cancel an Offer at any time. | — | Removed |
| 8276 | Offers are void where restricted or prohibited by law. | — | Removed |
| 8277 | Gusto’s computer is the official date/time keeping device for all Offers. | — | Removed |
| 8278 | Gusto may change or update these Terms at any time. | — | Removed |
| 8279 | You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. | — | Removed |
| 8280 | Effective October 20th 2023 to October 20th 2023 Download Table of Contents Last updated: February 27, 2023 The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. | — | Removed |
| 8281 | In addition, the Terms listed below apply to each promotion and/or discount as indicated. | — | Removed |
| 8282 | Capitalized terms below have the meanings given to them in the Gusto Terms of Service. | — | Removed |
| 8283 | To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. | — | Removed |
| 8284 | You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. | — | Removed |
| 8285 | You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. | — | Removed |
| 8286 | Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries. | — | Removed |
| 8287 | Gusto has two types of Offers: Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent. | — | Removed |
| 8288 | Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. | — | Removed |
| 8289 | In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll). | — | Removed |
| 8290 | Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. | — | Removed |
| 8291 | In some cases, an Offer may apply to multiple consecutive invoices. | — | Removed |
| 8292 | In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met. | — | Removed |
| 8293 | Offers cannot be combined or “stacked” unless otherwise indicated. | — | Removed |
| 8294 | If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms: Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product); In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount. | — | Removed |
| 8295 | For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity. | — | Removed |
| 8296 | Offers cannot be redeemed for cash or cash equivalent. | — | Removed |
| 8297 | Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. | — | Removed |
| 8298 | Offers cannot be applied retroactively to prior invoices. | — | Removed |
| 8299 | All Gusto Offers, products and Services are subject to availability. | — | Removed |
| 8300 | Gusto reserves the right to modify or cancel an Offer at any time. | — | Removed |
| 8301 | Offers are void where restricted or prohibited by law. | — | Removed |
| 8302 | Gusto’s computer is the official date/time keeping device for all Offers. | — | Removed |
| 8303 | Gusto may change or update these Terms at any time. | — | Removed |
| 8304 | You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. | — | Removed |
| 8305 | Effective October 19th 2023 to October 20th 2023 Download Table of Contents Last updated: February 27, 2023 The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. | — | Removed |
| 8306 | In addition, the Terms listed below apply to each promotion and/or discount as indicated. | — | Removed |
| 8307 | Capitalized terms below have the meanings given to them in the Gusto Terms of Service. | — | Removed |
| 8308 | To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. | — | Removed |
| 8309 | You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. | — | Removed |
| 8310 | You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. | — | Removed |
| 8311 | Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries. | — | Removed |
| 8312 | Gusto has two types of Offers: Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent. | — | Removed |
| 8313 | Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. | — | Removed |
| 8314 | In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll). | — | Removed |
| 8315 | Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. | — | Removed |
| 8316 | In some cases, an Offer may apply to multiple consecutive invoices. | — | Removed |
| 8317 | In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met. | — | Removed |
| 8318 | Offers cannot be combined or “stacked” unless otherwise indicated. | — | Removed |
| 8319 | If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms: Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product); In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount. | — | Removed |
| 8320 | For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity. | — | Removed |
| 8321 | Offers cannot be redeemed for cash or cash equivalent. | — | Removed |
| 8322 | Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. | — | Removed |
| 8323 | Offers cannot be applied retroactively to prior invoices. | — | Removed |
| 8324 | All Gusto Offers, products and Services are subject to availability. | — | Removed |
| 8325 | Gusto reserves the right to modify or cancel an Offer at any time. | — | Removed |
| 8326 | Offers are void where restricted or prohibited by law. | — | Removed |
| 8327 | Gusto’s computer is the official date/time keeping device for all Offers. | — | Removed |
| 8328 | Gusto may change or update these Terms at any time. | — | Removed |
| 8329 | You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. | — | Removed |
| 8330 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last updated: February 27, 2023 The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. | — | Removed |
| 8331 | In addition, the Terms listed below apply to each promotion and/or discount as indicated. | — | Removed |
| 8332 | Capitalized terms below have the meanings given to them in the Gusto Terms of Service. | — | Removed |
| 8333 | To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. | — | Removed |
| 8334 | You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. | — | Removed |
| 8335 | You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. | — | Removed |
| 8336 | Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries. | — | Removed |
| 8337 | Gusto has two types of Offers: Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent. | — | Removed |
| 8338 | Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. | — | Removed |
| 8339 | In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll). | — | Removed |
| 8340 | Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. | — | Removed |
| 8341 | In some cases, an Offer may apply to multiple consecutive invoices. | — | Removed |
| 8342 | In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met. | — | Removed |
| 8343 | Offers cannot be combined or “stacked” unless otherwise indicated. | — | Removed |
| 8344 | If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms: Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product); In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount. | — | Removed |
| 8345 | For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity. | — | Removed |
| 8346 | Offers cannot be redeemed for cash or cash equivalent. | — | Removed |
| 8347 | Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. | — | Removed |
| 8348 | Offers cannot be applied retroactively to prior invoices. | — | Removed |
| 8349 | All Gusto Offers, products and Services are subject to availability. | — | Removed |
| 8350 | Gusto reserves the right to modify or cancel an Offer at any time. | — | Removed |
| 8351 | Offers are void where restricted or prohibited by law. | — | Removed |
| 8352 | Gusto’s computer is the official date/time keeping device for all Offers. | — | Removed |
| 8353 | Gusto may change or update these Terms at any time. | — | Removed |
| 8354 | You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. | — | Removed |
| 8355 | Effective October 13th 2023 to October 19th 2023 Download Table of Contents Terms for Gusto’s Promotional Offers & Discounts Last updated: February 27, 2023 The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. | — | Removed |
| 8356 | In addition, the Terms listed below apply to each promotion and/or discount as indicated. | — | Removed |
| 8357 | Capitalized terms below have the meanings given to them in the Gusto Terms of Service. | — | Removed |
| 8358 | To qualify for and receive any promotion and/or discount offered by Gusto (collectively “ Offer(s) ”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. | — | Removed |
| 8359 | You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. | — | Removed |
| 8360 | You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. | — | Removed |
| 8361 | Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries. | — | Removed |
| 8362 | Gusto has two types of Offers: Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent. | — | Removed |
| 8363 | Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. | — | Removed |
| 8364 | In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll). | — | Removed |
| 8365 | Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. | — | Removed |
| 8366 | In some cases, an Offer may apply to multiple consecutive invoices. | — | Removed |
| 8367 | In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met. | — | Removed |
| 8368 | Offers cannot be combined or “stacked” unless otherwise indicated. | — | Removed |
| 8369 | If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms: Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product); In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount. | — | Removed |
| 8370 | For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity. | — | Removed |
| 8371 | Offers cannot be redeemed for cash or cash equivalent. | — | Removed |
| 8372 | Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. | — | Removed |
| 8373 | Offers cannot be applied retroactively to prior invoices. | — | Removed |
| 8374 | All Gusto Offers, products and Services are subject to availability. | — | Removed |
| 8375 | Gusto reserves the right to modify or cancel an Offer at any time. | — | Removed |
| 8376 | Offers are void where restricted or prohibited by law. | — | Removed |
| 8377 | Gusto’s computer is the official date/time keeping device for all Offers. | — | Removed |
| 8378 | Gusto may change or update these Terms at any time. | — | Removed |
| 8379 | You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. | — | Removed |
| 8380 | Accessibility Statement Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective October 20th 2023 Download Table of Contents We are committed to ensuring that our website and other digital offerings are open and accessible to the broadest audience possible. | — | Removed |
| 8381 | To reach that commitment, we strive to continually improve the user experience for everyone by consulting accessibility standards, such as the Web Content Accessibility Guidelines (WCAG) version 2.1 Level AA. | — | Removed |
| 8382 | If you have questions, comments, or encounter any difficulty relating to the accessibility of our website, platform, or mobile application, please contact us at [email protected] . | — | Removed |
| 8383 | Effective October 20th 2023 to October 20th 2023 Download Table of Contents We are committed to ensuring that our website and other digital offerings are open and accessible to the broadest audience possible. | — | Removed |
| 8384 | To reach that commitment, we strive to continually improve the user experience for everyone by consulting accessibility standards, such as the Web Content Accessibility Guidelines (WCAG) version 2.1 Level AA. | — | Removed |
| 8385 | If you have questions, comments, or encounter any difficulty relating to the accessibility of our website, platform, or mobile application, please contact us at [email protected] . | — | Removed |
| 8386 | Effective October 13th 2023 to October 20th 2023 Download Table of Contents Accessibility Statement We are committed to ensuring that our website and other digital offerings are open and accessible to the broadest audience possible. | — | Removed |
| 8387 | To reach that commitment, we strive to continually improve the user experience for everyone by consulting accessibility standards, such as the Web Content Accessibility Guidelines (WCAG) version 2.1 Level AA. | — | Removed |
| 8388 | If you have questions, comments, or encounter any difficulty relating to the accessibility of our website, platform, or mobile application, please contact us at [email protected] . | — | Removed |
| 8389 | Payroll Service Terms Version Version 13.0 (Current) 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 30th 2026 Download Table of Contents Last updated August 18, 2025 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 8390 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 8391 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8392 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 8393 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 8394 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8395 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 8396 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 8397 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 8398 | Each Payroll Feature, including Expedited Processing (defined below), may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 8399 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 8400 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 8401 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 8402 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 8403 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 8404 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 8405 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 8406 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 8407 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 8408 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 8409 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 8410 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 8411 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 8412 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 8413 | 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. | — | Removed |
| 8414 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 8415 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 8416 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 8417 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 8418 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 8419 | Employer’s Responsibilities A. | — | Removed |
| 8420 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 8421 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 8422 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 8423 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 8424 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 8425 | B. | — | Removed |
| 8426 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 8427 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 8428 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 8429 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 8430 | C. | — | Removed |
| 8431 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 8432 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 8433 | For more information on debit dates please visit our Help Center . | — | Removed |
| 8434 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 8435 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 8436 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 8437 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 8438 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 8439 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 8440 | Income & Employment Verification Services The Additional Terms in this Section 6 will apply to your use of the verification of income and/or employment services Payroll Feature (“ VOIE Services ”) made available to you in your Employer Account. | — | Removed |
| 8441 | A. | — | Removed |
| 8442 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 8443 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 8444 | B. | — | Removed |
| 8445 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former Members (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as described in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 8446 | The Verification Information will only be shared with Verification Provider(s) upon request of your current or former Members or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 8447 | If you do not want the VOIE Services for your Members and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 8448 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 8449 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 8450 | C. | — | Removed |
| 8451 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 8452 | You further agree that you will cooperate with Gusto's, your Member’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 8453 | You acknowledge that Verification Provider may contact you directly in the event that one of your Members contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 8454 | D. | — | Removed |
| 8455 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 8456 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 8457 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 8458 | Gusto Reserves Certain Rights A. | — | Removed |
| 8459 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 8460 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 8461 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via RTP, ACH and wire transfer. | — | Removed |
| 8462 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 8463 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 8464 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 8465 | B. | — | Removed |
| 8466 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed, which may include Real Time Payments (" RTP ") processing (“ Expedited Processing ”). | — | Removed |
| 8467 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees or only Payments that may otherwise be late), to Employers enrolled in certain Service Plans, or to Employers who meet specific eligibility criteria. | — | Removed |
| 8468 | For RTP processing specifically, Employer Payments must meet additional eligibility requirements including but not limited to: Employer and employee bank account compatibility with RTP and direct deposit(s) enabled only to single bank account(s). | — | Removed |
| 8469 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing, which may include criteria described in our Help Center or applicable Payroll Policy and other factors as determined by Gusto. | — | Removed |
| 8470 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 8471 | C. | — | Removed |
| 8472 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 8473 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 8474 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 8475 | D. | — | Removed |
| 8476 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 8477 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 8478 | E. | — | Removed |
| 8479 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 8480 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 8481 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 8482 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 8483 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 8484 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 8485 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 8486 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 8487 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 8488 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). | — | Removed |
| 8489 | F. | — | Removed |
| 8490 | RTP Payment Limitations Once an RTP Payment has been processed, Employer will not be able to cancel the Payment. | — | Removed |
| 8491 | RTP payments are immediate and irrevocable and cannot be recalled through the payment network once processed. | — | Removed |
| 8492 | Employer may request that Gusto reverse the deposit(s), however, such reversals will only create a record that the Payment was reversed and will not pull back or debit funds from the employee bank account. | — | Removed |
| 8493 | Gusto will only reverse any taxes that may not yet have been paid out; any taxes that have already been paid out will need to be settled directly with the relevant tax agencies. | — | Removed |
| 8494 | Employer is solely responsible for working with its employee(s) and/or tax agencies to recoup any funds, outside of the Gusto platform, that were paid in error. | — | Removed |
| 8495 | Gusto may impose fees for, or reject, RTP reversal requests for any reason without notice or liability to Employer. 8. | — | Removed |
| 8496 | Processing Payments via ACH A. | — | Removed |
| 8497 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 8498 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 8499 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 8500 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 8501 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 8502 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 8503 | B. | — | Removed |
| 8504 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 8505 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 8506 | C. | — | Removed |
| 8507 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 8508 | For more information, please visit our Help Center . | — | Removed |
| 8509 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 8510 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 8511 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 8512 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 8513 | D. | — | Removed |
| 8514 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 8515 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 8516 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 8517 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 8518 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 8519 | E. | — | Removed |
| 8520 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 8521 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 8522 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 8523 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 8524 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 8525 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 8526 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 8527 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 8528 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 8529 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 8530 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 8531 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 8532 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 8533 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 8534 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 8535 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 8536 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 8537 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 8538 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 8539 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 8540 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 8541 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 8542 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 8543 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 8544 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 8545 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 8546 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 8547 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 8548 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 8549 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 8550 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 8551 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 8552 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 8553 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 8554 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 8555 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 8556 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 8557 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 8558 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 8559 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 8560 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 8561 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 8562 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 8563 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 8564 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 8565 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 8566 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 8567 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 8568 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 8569 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 8570 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 8571 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 8572 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 8573 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 8574 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 8575 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 8576 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 8577 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 8578 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 8579 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 8580 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 8581 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 8582 | State law may impose additional requirements on furnisher. | — | Removed |
| 8583 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 8584 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 8585 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 8586 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 8587 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 8588 | Section 623(e). | — | Removed |
| 8589 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 8590 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 8591 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 8592 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 8593 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 8594 | Section 623(a)(2). | — | Removed |
| 8595 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 8596 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 8597 | Section 623(a)(3). | — | Removed |
| 8598 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 8599 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 8600 | Section 623(a)(8). | — | Removed |
| 8601 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 8602 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 8603 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 8604 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 8605 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 8606 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 8607 | Section 623(b)(2). | — | Removed |
| 8608 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 8609 | Section 623(b)(1)(E). | — | Removed |
| 8610 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 8611 | Section 623(a)(4). | — | Removed |
| 8612 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 8613 | Section 623(a)(5). | — | Removed |
| 8614 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 8615 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 8616 | Section 623(a)(5). | — | Removed |
| 8617 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 8618 | Section 623(a)(7). | — | Removed |
| 8619 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 8620 | B. | — | Removed |
| 8621 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 8622 | Section 623(a)(9). | — | Removed |
| 8623 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 8624 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 8625 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 8626 | Section 623 (a)(6). | — | Removed |
| 8627 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 8628 | Section 623(a)(2). | — | Removed |
| 8629 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 8630 | Section 615(f). | — | Removed |
| 8631 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 8632 | Effective August 18th 2025 to April 30th 2026 Download Table of Contents Last updated August 18, 2025 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 8633 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 8634 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8635 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 8636 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 8637 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8638 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 8639 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 8640 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 8641 | Each Payroll Feature, including Expedited Processing (defined below), may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 8642 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 8643 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 8644 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 8645 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 8646 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 8647 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 8648 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 8649 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 8650 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 8651 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 8652 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 8653 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 8654 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 8655 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 8656 | 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. | — | Removed |
| 8657 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 8658 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 8659 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 8660 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 8661 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 8662 | Employer’s Responsibilities A. | — | Removed |
| 8663 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 8664 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 8665 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 8666 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 8667 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 8668 | B. | — | Removed |
| 8669 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 8670 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 8671 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 8672 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 8673 | C. | — | Removed |
| 8674 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 8675 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 8676 | For more information on debit dates please visit our Help Center . | — | Removed |
| 8677 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 8678 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 8679 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 8680 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 8681 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 8682 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 8683 | Income & Employment Verification Services The Additional Terms in this Section 6 will apply to your use of the verification of income and/or employment services Payroll Feature (“ VOIE Services ”) made available to you in your Employer Account. | — | Removed |
| 8684 | A. | — | Removed |
| 8685 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 8686 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 8687 | B. | — | Removed |
| 8688 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former Members (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as described in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 8689 | The Verification Information will only be shared with Verification Provider(s) upon request of your current or former Members or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 8690 | If you do not want the VOIE Services for your Members and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 8691 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 8692 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 8693 | C. | — | Removed |
| 8694 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 8695 | You further agree that you will cooperate with Gusto's, your Member’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 8696 | You acknowledge that Verification Provider may contact you directly in the event that one of your Members contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 8697 | D. | — | Removed |
| 8698 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 8699 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 8700 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 8701 | Gusto Reserves Certain Rights A. | — | Removed |
| 8702 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 8703 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 8704 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via RTP, ACH and wire transfer. | — | Removed |
| 8705 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 8706 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 8707 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 8708 | B. | — | Removed |
| 8709 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed, which may include Real Time Payments (" RTP ") processing (“ Expedited Processing ”). | — | Removed |
| 8710 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees or only Payments that may otherwise be late), to Employers enrolled in certain Service Plans, or to Employers who meet specific eligibility criteria. | — | Removed |
| 8711 | For RTP processing specifically, Employer Payments must beet additional eligibility requirements including but not limited to: Employer and employee bank account compatibility with RTP and direct deposit(s) enabled only to single bank account(s). | — | Removed |
| 8712 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing, which may include criteria described in our Help Center or applicable Payroll Policy and other factors as determined by Gusto. | — | Removed |
| 8713 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 8714 | C. | — | Removed |
| 8715 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 8716 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 8717 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 8718 | D. | — | Removed |
| 8719 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 8720 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 8721 | E. | — | Removed |
| 8722 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 8723 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 8724 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 8725 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 8726 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 8727 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 8728 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 8729 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 8730 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 8731 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). | — | Removed |
| 8732 | F. | — | Removed |
| 8733 | RTP Payment Limitations Once an RTP Payment has been processed, Employer will not be able to cancel the Payment. | — | Removed |
| 8734 | RTP payments are immediate and irrevocable and cannot be recalled through the payment network once processed. | — | Removed |
| 8735 | Employer may request that Gusto reverse the deposit(s), however, such reversals will only create a record that the Payment was reversed and will not pull back or debit funds from the employee bank account. | — | Removed |
| 8736 | Gusto will only reverse any taxes that may not yet have been paid out; any taxes that have already been paid out will need to be settled directly with the relevant tax agencies. | — | Removed |
| 8737 | Employer is solely responsible for working with its employee(s) and/or tax agencies to recoup any funds, outside of the Gusto platform, that were paid in error. | — | Removed |
| 8738 | Gusto may impose fees for, or reject, RTP reversal requests for any reason without notice or liability to Employer. 8. | — | Removed |
| 8739 | Processing Payments via ACH A. | — | Removed |
| 8740 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 8741 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 8742 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 8743 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 8744 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 8745 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 8746 | B. | — | Removed |
| 8747 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 8748 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 8749 | C. | — | Removed |
| 8750 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 8751 | For more information, please visit our Help Center . | — | Removed |
| 8752 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 8753 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 8754 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 8755 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 8756 | D. | — | Removed |
| 8757 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 8758 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 8759 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 8760 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 8761 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 8762 | E. | — | Removed |
| 8763 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 8764 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 8765 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 8766 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 8767 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 8768 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 8769 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 8770 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 8771 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 8772 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 8773 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 8774 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 8775 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 8776 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 8777 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 8778 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 8779 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 8780 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 8781 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 8782 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 8783 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 8784 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 8785 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 8786 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 8787 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 8788 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 8789 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 8790 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 8791 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 8792 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 8793 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 8794 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 8795 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 8796 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 8797 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 8798 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 8799 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 8800 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 8801 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 8802 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 8803 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 8804 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 8805 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 8806 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 8807 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 8808 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 8809 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 8810 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 8811 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 8812 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 8813 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 8814 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 8815 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 8816 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 8817 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 8818 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 8819 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 8820 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 8821 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 8822 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 8823 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 8824 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 8825 | State law may impose additional requirements on furnisher. | — | Removed |
| 8826 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 8827 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 8828 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 8829 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 8830 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 8831 | Section 623(e). | — | Removed |
| 8832 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 8833 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 8834 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 8835 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 8836 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 8837 | Section 623(a)(2). | — | Removed |
| 8838 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 8839 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 8840 | Section 623(a)(3). | — | Removed |
| 8841 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 8842 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 8843 | Section 623(a)(8). | — | Removed |
| 8844 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 8845 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 8846 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 8847 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 8848 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 8849 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 8850 | Section 623(b)(2). | — | Removed |
| 8851 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 8852 | Section 623(b)(1)(E). | — | Removed |
| 8853 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 8854 | Section 623(a)(4). | — | Removed |
| 8855 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 8856 | Section 623(a)(5). | — | Removed |
| 8857 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 8858 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 8859 | Section 623(a)(5). | — | Removed |
| 8860 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 8861 | Section 623(a)(7). | — | Removed |
| 8862 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 8863 | B. | — | Removed |
| 8864 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 8865 | Section 623(a)(9). | — | Removed |
| 8866 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 8867 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 8868 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 8869 | Section 623 (a)(6). | — | Removed |
| 8870 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 8871 | Section 623(a)(2). | — | Removed |
| 8872 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 8873 | Section 615(f). | — | Removed |
| 8874 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 8875 | Effective April 25th 2025 to August 18th 2025 Download Table of Contents Last updated March 28, 2025 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 8876 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 8877 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8878 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 8879 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 8880 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 8881 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 8882 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 8883 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 8884 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 8885 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 8886 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 8887 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 8888 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 8889 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 8890 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 8891 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 8892 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 8893 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 8894 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 8895 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 8896 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 8897 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 8898 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 8899 | 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. | — | Removed |
| 8900 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 8901 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 8902 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 8903 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 8904 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 8905 | Employer’s Responsibilities A. | — | Removed |
| 8906 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 8907 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 8908 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 8909 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 8910 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 8911 | B. | — | Removed |
| 8912 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 8913 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 8914 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 8915 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 8916 | C. | — | Removed |
| 8917 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 8918 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 8919 | For more information on debit dates please visit our Help Center . | — | Removed |
| 8920 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 8921 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 8922 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 8923 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 8924 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 8925 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 8926 | Income & Employment Verification Services The Additional Terms in this Section 6 will apply to your use of the verification of income and/or employment services Payroll Feature (“ VOIE Services ”) made available to you in your Employer Account. | — | Removed |
| 8927 | A. | — | Removed |
| 8928 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 8929 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 8930 | B. | — | Removed |
| 8931 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former Members (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as described in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 8932 | The Verification Information will only be shared with Verification Provider(s) upon request of your current or former Members or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 8933 | If you do not want the VOIE Services for your Members and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 8934 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 8935 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 8936 | C. | — | Removed |
| 8937 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 8938 | You further agree that you will cooperate with Gusto's, your Member’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 8939 | You acknowledge that Verification Provider may contact you directly in the event that one of your Members contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 8940 | D. | — | Removed |
| 8941 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 8942 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 8943 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 8944 | Gusto Reserves Certain Rights A. | — | Removed |
| 8945 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 8946 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 8947 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 8948 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 8949 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 8950 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 8951 | B. | — | Removed |
| 8952 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 8953 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 8954 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 8955 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 8956 | C. | — | Removed |
| 8957 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 8958 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 8959 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 8960 | D. | — | Removed |
| 8961 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 8962 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 8963 | E. | — | Removed |
| 8964 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 8965 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 8966 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 8967 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 8968 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 8969 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 8970 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 8971 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 8972 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 8973 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). 8. | — | Removed |
| 8974 | Processing Payments via ACH A. | — | Removed |
| 8975 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 8976 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 8977 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 8978 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 8979 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 8980 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 8981 | B. | — | Removed |
| 8982 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 8983 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 8984 | C. | — | Removed |
| 8985 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 8986 | For more information, please visit our Help Center . | — | Removed |
| 8987 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 8988 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 8989 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 8990 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 8991 | D. | — | Removed |
| 8992 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 8993 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 8994 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 8995 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 8996 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 8997 | E. | — | Removed |
| 8998 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 8999 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 9000 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 9001 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 9002 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 9003 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 9004 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 9005 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 9006 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 9007 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 9008 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 9009 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 9010 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 9011 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 9012 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 9013 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 9014 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 9015 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 9016 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 9017 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9018 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 9019 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 9020 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 9021 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 9022 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 9023 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 9024 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9025 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 9026 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 9027 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 9028 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 9029 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 9030 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9031 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 9032 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 9033 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 9034 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 9035 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 9036 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 9037 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 9038 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 9039 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 9040 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 9041 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 9042 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 9043 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 9044 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 9045 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 9046 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 9047 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 9048 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 9049 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 9050 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 9051 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 9052 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 9053 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 9054 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 9055 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 9056 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 9057 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 9058 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 9059 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 9060 | State law may impose additional requirements on furnisher. | — | Removed |
| 9061 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 9062 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 9063 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 9064 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 9065 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9066 | Section 623(e). | — | Removed |
| 9067 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 9068 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 9069 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 9070 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 9071 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 9072 | Section 623(a)(2). | — | Removed |
| 9073 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 9074 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 9075 | Section 623(a)(3). | — | Removed |
| 9076 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 9077 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9078 | Section 623(a)(8). | — | Removed |
| 9079 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 9080 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 9081 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 9082 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 9083 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 9084 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 9085 | Section 623(b)(2). | — | Removed |
| 9086 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 9087 | Section 623(b)(1)(E). | — | Removed |
| 9088 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 9089 | Section 623(a)(4). | — | Removed |
| 9090 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 9091 | Section 623(a)(5). | — | Removed |
| 9092 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 9093 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 9094 | Section 623(a)(5). | — | Removed |
| 9095 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 9096 | Section 623(a)(7). | — | Removed |
| 9097 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 9098 | B. | — | Removed |
| 9099 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 9100 | Section 623(a)(9). | — | Removed |
| 9101 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 9102 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 9103 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 9104 | Section 623 (a)(6). | — | Removed |
| 9105 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 9106 | Section 623(a)(2). | — | Removed |
| 9107 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 9108 | Section 615(f). | — | Removed |
| 9109 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 9110 | Effective March 28th 2025 to April 25th 2025 Download Table of Contents Last updated March 28, 2025 By accessing or using the Payroll Services, you agree to be bound by these updated terms, which will take effect on the earlier of April 23, 2025 or the date you click to accept them. | — | Removed |
| 9111 | You may review the outgoing terms here . | — | Removed |
| 9112 | These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 9113 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 9114 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9115 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 9116 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 9117 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9118 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 9119 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 9120 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 9121 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 9122 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 9123 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 9124 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 9125 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 9126 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 9127 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 9128 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 9129 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 9130 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 9131 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 9132 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 9133 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 9134 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 9135 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 9136 | 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. | — | Removed |
| 9137 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 9138 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 9139 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 9140 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 9141 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 9142 | Employer’s Responsibilities A. | — | Removed |
| 9143 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 9144 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 9145 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 9146 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 9147 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 9148 | B. | — | Removed |
| 9149 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 9150 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 9151 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 9152 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 9153 | C. | — | Removed |
| 9154 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 9155 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 9156 | For more information on debit dates please visit our Help Center . | — | Removed |
| 9157 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9158 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 9159 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 9160 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 9161 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 9162 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 9163 | Income & Employment Verification Services The Additional Terms in this Section 6 will apply to your use of the verification of income and/or employment services Payroll Feature (“ VOIE Services ”) made available to you in your Employer Account. | — | Removed |
| 9164 | A. | — | Removed |
| 9165 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 9166 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 9167 | B. | — | Removed |
| 9168 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former Members (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as described in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 9169 | The Verification Information will only be shared with Verification Provider(s) upon request of your current or former Members or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 9170 | If you do not want the VOIE Services for your Members and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 9171 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 9172 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 9173 | C. | — | Removed |
| 9174 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 9175 | You further agree that you will cooperate with Gusto's, your Member’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 9176 | You acknowledge that Verification Provider may contact you directly in the event that one of your Members contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 9177 | D. | — | Removed |
| 9178 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 9179 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 9180 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 9181 | Gusto Reserves Certain Rights A. | — | Removed |
| 9182 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 9183 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 9184 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 9185 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 9186 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 9187 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 9188 | B. | — | Removed |
| 9189 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 9190 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 9191 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 9192 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 9193 | C. | — | Removed |
| 9194 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 9195 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 9196 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 9197 | D. | — | Removed |
| 9198 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 9199 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 9200 | E. | — | Removed |
| 9201 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 9202 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 9203 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 9204 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 9205 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 9206 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 9207 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 9208 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 9209 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 9210 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). 8. | — | Removed |
| 9211 | Processing Payments via ACH A. | — | Removed |
| 9212 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 9213 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 9214 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 9215 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 9216 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 9217 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 9218 | B. | — | Removed |
| 9219 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 9220 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 9221 | C. | — | Removed |
| 9222 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 9223 | For more information, please visit our Help Center . | — | Removed |
| 9224 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 9225 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 9226 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 9227 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 9228 | D. | — | Removed |
| 9229 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 9230 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 9231 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 9232 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 9233 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 9234 | E. | — | Removed |
| 9235 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 9236 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 9237 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 9238 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 9239 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 9240 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 9241 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 9242 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 9243 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 9244 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 9245 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 9246 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 9247 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 9248 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 9249 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 9250 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 9251 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 9252 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 9253 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 9254 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9255 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 9256 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 9257 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 9258 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 9259 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 9260 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 9261 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9262 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 9263 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 9264 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 9265 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 9266 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 9267 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9268 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 9269 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 9270 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 9271 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 9272 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 9273 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 9274 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 9275 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 9276 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 9277 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 9278 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 9279 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 9280 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 9281 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 9282 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 9283 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 9284 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 9285 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 9286 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 9287 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 9288 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 9289 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 9290 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 9291 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 9292 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 9293 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 9294 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 9295 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 9296 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 9297 | State law may impose additional requirements on furnisher. | — | Removed |
| 9298 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 9299 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 9300 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 9301 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 9302 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9303 | Section 623(e). | — | Removed |
| 9304 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 9305 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 9306 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 9307 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 9308 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 9309 | Section 623(a)(2). | — | Removed |
| 9310 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 9311 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 9312 | Section 623(a)(3). | — | Removed |
| 9313 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 9314 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9315 | Section 623(a)(8). | — | Removed |
| 9316 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 9317 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 9318 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 9319 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 9320 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 9321 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 9322 | Section 623(b)(2). | — | Removed |
| 9323 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 9324 | Section 623(b)(1)(E). | — | Removed |
| 9325 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 9326 | Section 623(a)(4). | — | Removed |
| 9327 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 9328 | Section 623(a)(5). | — | Removed |
| 9329 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 9330 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 9331 | Section 623(a)(5). | — | Removed |
| 9332 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 9333 | Section 623(a)(7). | — | Removed |
| 9334 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 9335 | B. | — | Removed |
| 9336 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 9337 | Section 623(a)(9). | — | Removed |
| 9338 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 9339 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 9340 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 9341 | Section 623 (a)(6). | — | Removed |
| 9342 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 9343 | Section 623(a)(2). | — | Removed |
| 9344 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 9345 | Section 615(f). | — | Removed |
| 9346 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 9347 | Effective November 15th 2024 to March 28th 2025 Download Table of Contents Last updated June 27, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 9348 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 9349 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9350 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 9351 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 9352 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9353 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 9354 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 9355 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 9356 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 9357 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 9358 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 9359 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 9360 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 9361 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 9362 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 9363 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 9364 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 9365 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 9366 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 9367 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 9368 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 9369 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 9370 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 9371 | 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. | — | Removed |
| 9372 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 9373 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 9374 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 9375 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 9376 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 9377 | Employer’s Responsibilities A. | — | Removed |
| 9378 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 9379 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 9380 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 9381 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 9382 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 9383 | B. | — | Removed |
| 9384 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 9385 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 9386 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 9387 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 9388 | C. | — | Removed |
| 9389 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 9390 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 9391 | For more information on debit dates please visit our Help Center . | — | Removed |
| 9392 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9393 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 9394 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 9395 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 9396 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 9397 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 9398 | Income & Employment Verification Services If you elect to enable the verification of income and/or employment services Payroll Feature (" VOIE Services "), as may be made available to you within your Employer Account, the Additional Terms in this Section 6 will apply to your use of the VOIE Services. | — | Removed |
| 9399 | A. | — | Removed |
| 9400 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 9401 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 9402 | B. | — | Removed |
| 9403 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former employees (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as permitted in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 9404 | The Verification Information will only be shared with Verification Provider(s) upon request of your employees (or former employees) or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 9405 | If you do not want the VOIE Services for your employees and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 9406 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 9407 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 9408 | C. | — | Removed |
| 9409 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 9410 | You further agree that you will cooperate with Gusto's, your employee’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 9411 | You acknowledge that Verification Provider may contact you directly in the event that one of your employees contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 9412 | D. | — | Removed |
| 9413 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 9414 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 9415 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 9416 | Gusto Reserves Certain Rights A. | — | Removed |
| 9417 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 9418 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 9419 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 9420 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 9421 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 9422 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 9423 | B. | — | Removed |
| 9424 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 9425 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 9426 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 9427 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 9428 | C. | — | Removed |
| 9429 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 9430 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 9431 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 9432 | D. | — | Removed |
| 9433 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 9434 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 9435 | E. | — | Removed |
| 9436 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 9437 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 9438 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 9439 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 9440 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 9441 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 9442 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 9443 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 9444 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 9445 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). 8. | — | Removed |
| 9446 | Processing Payments via ACH A. | — | Removed |
| 9447 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 9448 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 9449 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 9450 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 9451 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 9452 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 9453 | B. | — | Removed |
| 9454 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 9455 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 9456 | C. | — | Removed |
| 9457 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 9458 | For more information, please visit our Help Center . | — | Removed |
| 9459 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 9460 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 9461 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 9462 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 9463 | D. | — | Removed |
| 9464 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 9465 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 9466 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 9467 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 9468 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 9469 | E. | — | Removed |
| 9470 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 9471 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 9472 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 9473 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 9474 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 9475 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 9476 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 9477 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 9478 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 9479 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 9480 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 9481 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 9482 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 9483 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 9484 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 9485 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 9486 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 9487 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 9488 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 9489 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9490 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 9491 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 9492 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 9493 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 9494 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 9495 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 9496 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9497 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 9498 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 9499 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 9500 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 9501 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 9502 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9503 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 9504 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 9505 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 9506 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 9507 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 9508 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 9509 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 9510 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 9511 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 9512 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 9513 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 9514 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 9515 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 9516 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 9517 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 9518 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 9519 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 9520 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 9521 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 9522 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 9523 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 9524 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 9525 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 9526 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 9527 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 9528 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 9529 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 9530 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 9531 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 9532 | State law may impose additional requirements on furnisher. | — | Removed |
| 9533 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 9534 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 9535 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 9536 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 9537 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9538 | Section 623(e). | — | Removed |
| 9539 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 9540 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 9541 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 9542 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 9543 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 9544 | Section 623(a)(2). | — | Removed |
| 9545 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 9546 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 9547 | Section 623(a)(3). | — | Removed |
| 9548 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 9549 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9550 | Section 623(a)(8). | — | Removed |
| 9551 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 9552 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 9553 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 9554 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 9555 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 9556 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 9557 | Section 623(b)(2). | — | Removed |
| 9558 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 9559 | Section 623(b)(1)(E). | — | Removed |
| 9560 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 9561 | Section 623(a)(4). | — | Removed |
| 9562 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 9563 | Section 623(a)(5). | — | Removed |
| 9564 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 9565 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 9566 | Section 623(a)(5). | — | Removed |
| 9567 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 9568 | Section 623(a)(7). | — | Removed |
| 9569 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 9570 | B. | — | Removed |
| 9571 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 9572 | Section 623(a)(9). | — | Removed |
| 9573 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 9574 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 9575 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 9576 | Section 623 (a)(6). | — | Removed |
| 9577 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 9578 | Section 623(a)(2). | — | Removed |
| 9579 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 9580 | Section 615(f). | — | Removed |
| 9581 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 9582 | Effective July 31st 2024 to November 15th 2024 Download Table of Contents Last updated June 27, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 9583 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 9584 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9585 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 9586 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 9587 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9588 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 9589 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 9590 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 9591 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 9592 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 9593 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 9594 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 9595 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 9596 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 9597 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 9598 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 9599 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 9600 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 9601 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 9602 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 9603 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 9604 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 9605 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 9606 | 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. | — | Removed |
| 9607 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 9608 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 9609 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 9610 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 9611 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 9612 | Employer’s Responsibilities A. | — | Removed |
| 9613 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 9614 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 9615 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 9616 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 9617 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 9618 | B. | — | Removed |
| 9619 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 9620 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 9621 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 9622 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 9623 | C. | — | Removed |
| 9624 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 9625 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 9626 | For more information on debit dates please visit our Help Center . | — | Removed |
| 9627 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9628 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 9629 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 9630 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 9631 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 9632 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 9633 | Income & Employment Verification Services If you elect to enable the verification of income and/or employment services Payroll Feature (" VOIE Services "), as may be made available to you within your Employer Account, the Additional Terms in this Section 6 will apply to your use of the VOIE Services. | — | Removed |
| 9634 | A. | — | Removed |
| 9635 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 9636 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 9637 | B. | — | Removed |
| 9638 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former employees (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as permitted in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 9639 | The Verification Information will only be shared with Verification Provider(s) upon request of your employees (or former employees) or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 9640 | If you do not want the VOIE Services for your employees and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 9641 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 9642 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 9643 | C. | — | Removed |
| 9644 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 9645 | You further agree that you will cooperate with Gusto's, your employee’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 9646 | You acknowledge that Verification Provider may contact you directly in the event that one of your employees contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 9647 | D. | — | Removed |
| 9648 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 9649 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 9650 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 9651 | Gusto Reserves Certain Rights A. | — | Removed |
| 9652 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 9653 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 9654 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 9655 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 9656 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 9657 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 9658 | B. | — | Removed |
| 9659 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 9660 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 9661 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 9662 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 9663 | C. | — | Removed |
| 9664 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 9665 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 9666 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 9667 | D. | — | Removed |
| 9668 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 9669 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 9670 | E. | — | Removed |
| 9671 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 9672 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 9673 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 9674 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 9675 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 9676 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 9677 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 9678 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 9679 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 9680 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). 8. | — | Removed |
| 9681 | Processing Payments via ACH A. | — | Removed |
| 9682 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 9683 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 9684 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 9685 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 9686 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 9687 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 9688 | B. | — | Removed |
| 9689 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 9690 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 9691 | C. | — | Removed |
| 9692 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 9693 | For more information, please visit our Help Center . | — | Removed |
| 9694 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 9695 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 9696 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 9697 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 9698 | D. | — | Removed |
| 9699 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 9700 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 9701 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 9702 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 9703 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 9704 | E. | — | Removed |
| 9705 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 9706 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 9707 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 9708 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 9709 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 9710 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 9711 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 9712 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 9713 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 9714 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 9715 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 9716 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 9717 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 9718 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 9719 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 9720 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 9721 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 9722 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 9723 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 9724 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9725 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 9726 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 9727 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 9728 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 9729 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 9730 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 9731 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9732 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 9733 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 9734 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 9735 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 9736 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 9737 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9738 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 9739 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 9740 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 9741 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 9742 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 9743 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 9744 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 9745 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 9746 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 9747 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 9748 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 9749 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 9750 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 9751 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 9752 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 9753 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 9754 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 9755 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 9756 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 9757 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 9758 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 9759 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 9760 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 9761 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 9762 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 9763 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 9764 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 9765 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 9766 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 9767 | State law may impose additional requirements on furnisher. | — | Removed |
| 9768 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 9769 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 9770 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 9771 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 9772 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9773 | Section 623(e). | — | Removed |
| 9774 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 9775 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 9776 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 9777 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 9778 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 9779 | Section 623(a)(2). | — | Removed |
| 9780 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 9781 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 9782 | Section 623(a)(3). | — | Removed |
| 9783 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 9784 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 9785 | Section 623(a)(8). | — | Removed |
| 9786 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 9787 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 9788 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 9789 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 9790 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 9791 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 9792 | Section 623(b)(2). | — | Removed |
| 9793 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 9794 | Section 623(b)(1)(E). | — | Removed |
| 9795 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 9796 | Section 623(a)(4). | — | Removed |
| 9797 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 9798 | Section 623(a)(5). | — | Removed |
| 9799 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 9800 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 9801 | Section 623(a)(5). | — | Removed |
| 9802 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 9803 | Section 623(a)(7). | — | Removed |
| 9804 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 9805 | B. | — | Removed |
| 9806 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 9807 | Section 623(a)(9). | — | Removed |
| 9808 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 9809 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 9810 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 9811 | Section 623 (a)(6). | — | Removed |
| 9812 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 9813 | Section 623(a)(2). | — | Removed |
| 9814 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 9815 | Section 615(f). | — | Removed |
| 9816 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 9817 | Effective June 27th 2024 to July 31st 2024 Download Table of Contents Last updated June 27, 2024 By accessing or using the Payroll Services, you agree to be bound by these updated terms, which will take effect on the earlier of July 31, 2024 or the date you click to accept them. | — | Removed |
| 9818 | You may review the outgoing terms here . | — | Removed |
| 9819 | These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 9820 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 9821 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9822 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 9823 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is an Employer. | — | Removed |
| 9824 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 9825 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 9826 | However, certain non-U.S. payroll services may be available to qualified Employers; such non-U.S. payroll services may be subject to Additional Terms, limitations on availability, and may be provided by Third-Party Partners. 1. | — | Removed |
| 9827 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 9828 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 9829 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 9830 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) meet applicable Reserve Amount requirements as instructed by Gusto, as defined in Section 7 below; (ix) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; agree to any Additional Terms and/or Third-Party Service terms; and (xi) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 9831 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer does not meet any of the above eligibility requirements. 3. | — | Removed |
| 9832 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 9833 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 9834 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 9835 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 9836 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 9837 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 9838 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 9839 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 9840 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 9841 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 9842 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 9843 | 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. | — | Removed |
| 9844 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 9845 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 9846 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 9847 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 9848 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 9849 | Employer’s Responsibilities A. | — | Removed |
| 9850 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 9851 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 9852 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 9853 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 9854 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 9855 | B. | — | Removed |
| 9856 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, fiduciary obligations (e.g. as a plan sponsor of a qualified retirement plan, such as a 401(k) plan, for which contributions are processed via the Payroll Service), and privacy laws. | — | Removed |
| 9857 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 9858 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 9859 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 9860 | C. | — | Removed |
| 9861 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 9862 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 9863 | For more information on debit dates please visit our Help Center . | — | Removed |
| 9864 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9865 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 9866 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 9867 | Without limiting Gusto’s rights in Section 7 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 9868 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 9869 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 9870 | Income & Employment Verification Services If you elect to enable the verification of income and/or employment services Payroll Feature (" VOIE Services "), as may be made available to you within your Employer Account, the Additional Terms in this Section 6 will apply to your use of the VOIE Services. | — | Removed |
| 9871 | A. | — | Removed |
| 9872 | General Gusto provides VOIE Services in partnership with one or more Verification Providers including, currently, The Work Number ("TWN"), an Equifax Workforce Solutions ("EWS") service. | — | Removed |
| 9873 | Gusto may add, remove, or change Verification Providers at any time in our sole discretion. | — | Removed |
| 9874 | B. | — | Removed |
| 9875 | Disclosure & Opt-Out By using the VOIE Services, you agree that Payroll Information, including income and employment information of your current or former employees (collectively, “ Verification Information ”) may be shared with Verification Provider(s), as permitted in this Section 6, for disclosure to certain entities and their agents (collectively, “ Verifiers ”). | — | Removed |
| 9876 | The Verification Information will only be shared with Verification Provider(s) upon request of your employees (or former employees) or in response to a Verifier’s certified permissible request under the Fair Credit Reporting Act (FCRA) or as otherwise required or permitted by law. | — | Removed |
| 9877 | If you do not want the VOIE Services for your employees and/or if you do not want Verification Information to be shared with Verification Providers or Verifiers, you must opt out of VOIE Services. | — | Removed |
| 9878 | Employers may opt out or update their opt-out preferences at any time within their Employer Account. | — | Removed |
| 9879 | For more information on how to opt-out, please visit our Help Center. | — | Removed |
| 9880 | C. | — | Removed |
| 9881 | Data Accuracy You agree that you will maintain accurate and up-to-date Verification Information. | — | Removed |
| 9882 | You further agree that you will cooperate with Gusto's, your employee’s, or Verification Provider’s request to verify the accuracy of or correct Verification Information. | — | Removed |
| 9883 | You acknowledge that Verification Provider may contact you directly in the event that one of your employees contends that Verification Information pertaining to them is incorrect, incomplete, or out-of-date and you agree to cooperate with Gusto and/or the Verification Provider to promptly investigate and correct such Verification Information in good faith and in compliance with all applicable FCRA obligations described below. | — | Removed |
| 9884 | D. | — | Removed |
| 9885 | Notice to Furnishers of Information You certify that you have read Appendix A (“ Notice to Furnishers ”), also available at https://consumerfinance.gov/rules-policy/regulations/1022/m . | — | Removed |
| 9886 | You understand your obligations as a data furnisher set forth in such notice and under the FCRA, including your obligations regarding data accuracy and investigation of disputes, and certify you will comply with all such obligations. | — | Removed |
| 9887 | You understand that if you do not comply with such obligations you may have liability under the FCRA, and that Gusto may correct incorrect Verification Information on your behalf, prevent incorrect Verification Information from being accessible via the VOIE Services, or terminate your use of the VOIE Services. 7. | — | Removed |
| 9888 | Gusto Reserves Certain Rights A. | — | Removed |
| 9889 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 9890 | Payments to contractors and non-US payroll services may be subject to different restrictions or requirements than payroll Payments to employees and/or US-based Members. | — | Removed |
| 9891 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 8 and 9 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 9892 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 9893 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 9894 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 9895 | B. | — | Removed |
| 9896 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 9897 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 9898 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 9899 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 9900 | C. | — | Removed |
| 9901 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 9902 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 9903 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 9904 | D. | — | Removed |
| 9905 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 9906 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account and/or fund applicable Reserve Amounts; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. | — | Removed |
| 9907 | E. | — | Removed |
| 9908 | Reserves Gusto may require one or more reserve payments in connection with and as a prerequisite to the implementation and maintenance of certain Services, including Services offered in connection with the Payroll Service (“ Reserve Amounts ”). | — | Removed |
| 9909 | Reserve Amounts and the account(s) in which Reserve Amounts are held may vary based on the applicable Service and/or may be held by a third party partner on behalf of Employer to secure the performance of your obligations. | — | Removed |
| 9910 | Reserve Amounts are collected for and may be drawn upon by Gusto and/or an applicable third party partner (with or without notice) for the purpose of making Payments for Services, including if an applicable Payment debit to Employer’s Bank Account fails or is returned. | — | Removed |
| 9911 | Reserve Amounts may also be used to satisfy Gusto’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. | — | Removed |
| 9912 | In the event Gusto or an applicable Third-Party Service provider draws upon an applicable Reserve Amount in accordance with the foregoing and such draw results in a Reserve Amount balance that is less than the required amounts, and without limiting other rights and remedies available to Gusto in this Payroll Agreement, Gusto and/or an applicable Third-Party Service provider will debit Employer’s Bank Account to replenish such Reserve Amount to the required amount for the applicable Service. | — | Removed |
| 9913 | You grant Gusto a security interest in and lien on any and all funds held as Reserve Amounts. | — | Removed |
| 9914 | You agree to execute any additional documentation required for Gusto to create or perfect our security interest in any Reserve Amount or account holding such funds. | — | Removed |
| 9915 | This security interest survives for as long as Reserve Amounts are held. | — | Removed |
| 9916 | Notwithstanding anything to the contrary, Gusto reserves the right to change the Reserve Amount required for an applicable Service and/or Employer at any time in its sole discretion. | — | Removed |
| 9917 | Upon termination by Gusto or Employer of an applicable Service for which a Reserve Amount was collected from Employer, Gusto will return any unused Reserve Amounts to Employer within a reasonable period (which shall include any time required to settle outstanding Amounts Due). 8. | — | Removed |
| 9918 | Processing Payments via ACH A. | — | Removed |
| 9919 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees and any applicable Reserve Amount requirements; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 9920 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 9921 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 9922 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 9923 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 9924 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 9925 | B. | — | Removed |
| 9926 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 9927 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 9928 | C. | — | Removed |
| 9929 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 9930 | For more information, please visit our Help Center . | — | Removed |
| 9931 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 9932 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 9933 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 9934 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 9935 | D. | — | Removed |
| 9936 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 9937 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 9938 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 9939 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 9940 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. | — | Removed |
| 9941 | E. | — | Removed |
| 9942 | Information Regarding Non-US Payroll Services For non-US payroll services, an exchange rate may be applied to Payments issued to overseas recipients. | — | Removed |
| 9943 | The exchange rate will be applied at or around the time that Employer submits the request to process the Payment. | — | Removed |
| 9944 | Employer understands that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 9945 | In the event that there is a delay in the transmission of the Payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient financial institution; or (iii) other factors that Gusto may communicate to Customer, including factors beyond Gusto’s control, Employer acknowledges that a different exchange rate may be applied to the Payment. 9. | — | Removed |
| 9946 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 9947 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 9948 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 9949 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 10. | — | Removed |
| 9950 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 9951 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 9952 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 9953 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 11. | — | Removed |
| 9954 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 9955 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 9956 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 9957 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 9958 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 9959 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 9960 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 9961 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 9962 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 9963 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 9964 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 9965 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 9966 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 9967 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 9968 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9969 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 9970 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 9971 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 9972 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 9973 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 9974 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 9975 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 9976 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 12. | — | Removed |
| 9977 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 13. | — | Removed |
| 9978 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 9979 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 14. | — | Removed |
| 9980 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 9981 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 9982 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 9983 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 9984 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 9985 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 9986 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 15. | — | Removed |
| 9987 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 9988 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 9989 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 9990 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 9991 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 9992 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 9993 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 9994 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 9995 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 9996 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 9997 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 9998 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 9999 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 10000 | APPENDIX A: NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. | — | Removed |
| 10001 | Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore. | — | Removed |
| 10002 | The federal Fair Credit Reporting Act (FCRA), 15 U.S.C 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). | — | Removed |
| 10003 | These responsibilities are found in Section 623 of the FCRA, 15 U.S.C 1681s-2. | — | Removed |
| 10004 | State law may impose additional requirements on furnisher. | — | Removed |
| 10005 | All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. | — | Removed |
| 10006 | The text of the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB): www.consumerfinance.gov/learnmore. | — | Removed |
| 10007 | A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. | — | Removed |
| 10008 | Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. | — | Removed |
| 10009 | Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 10010 | Section 623(e). | — | Removed |
| 10011 | General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. | — | Removed |
| 10012 | However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. | — | Removed |
| 10013 | Sections 623(a)(1)(A) and (a)(1)(C). | — | Removed |
| 10014 | Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. | — | Removed |
| 10015 | In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. | — | Removed |
| 10016 | Section 623(a)(2). | — | Removed |
| 10017 | Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B). | — | Removed |
| 10018 | If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. | — | Removed |
| 10019 | Section 623(a)(3). | — | Removed |
| 10020 | Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. | — | Removed |
| 10021 | Under these regulations, furnishers must complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” Federal regulations are available at www.consumerfinance.gov/learnmore. | — | Removed |
| 10022 | Section 623(a)(8). | — | Removed |
| 10023 | Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. | — | Removed |
| 10024 | The furnisher must: Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. | — | Removed |
| 10025 | Sections 623(b)(1)(A) and (b)(1)(B). | — | Removed |
| 10026 | Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. | — | Removed |
| 10027 | Section 623(b)(1)(C) and (b)(1)(D). | — | Removed |
| 10028 | Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). | — | Removed |
| 10029 | Section 623(b)(2). | — | Removed |
| 10030 | Promptly modify or delete the information, or block its reporting. | — | Removed |
| 10031 | Section 623(b)(1)(E). | — | Removed |
| 10032 | Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. | — | Removed |
| 10033 | Section 623(a)(4). | — | Removed |
| 10034 | Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. | — | Removed |
| 10035 | Section 623(a)(5). | — | Removed |
| 10036 | Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. | — | Removed |
| 10037 | If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. | — | Removed |
| 10038 | Section 623(a)(5). | — | Removed |
| 10039 | Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA. | — | Removed |
| 10040 | Section 623(a)(7). | — | Removed |
| 10041 | The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022, App. | — | Removed |
| 10042 | B. | — | Removed |
| 10043 | Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. | — | Removed |
| 10044 | Section 623(a)(9). | — | Removed |
| 10045 | This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information. | — | Removed |
| 10046 | Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. | — | Removed |
| 10047 | A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. | — | Removed |
| 10048 | Section 623 (a)(6). | — | Removed |
| 10049 | If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information. | — | Removed |
| 10050 | Section 623(a)(2). | — | Removed |
| 10051 | When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. | — | Removed |
| 10052 | Section 615(f). | — | Removed |
| 10053 | The Consumer Financial Protection Bureau website, www.consumerfinance.gov/learnmore, has more information about the FCRA. | — | Removed |
| 10054 | Effective March 24th 2024 to June 27th 2024 Download Table of Contents Last updated February 21, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 10055 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 10056 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10057 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 10058 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is a Employer. | — | Removed |
| 10059 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10060 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 10061 | However, certain non-U.S. payroll services may be available to qualified Employers, subject to Additional Terms and availability. 1. | — | Removed |
| 10062 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 10063 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 10064 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 10065 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; and (ix) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 10066 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer has violated any of the above eligibility requirements. 3. | — | Removed |
| 10067 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 10068 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 10069 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 10070 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 10071 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 10072 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 10073 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 10074 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 10075 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 10076 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 10077 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 10078 | 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. | — | Removed |
| 10079 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 10080 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 10081 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 10082 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 10083 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 10084 | Employer’s Responsibilities A. | — | Removed |
| 10085 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 10086 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 10087 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 10088 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 10089 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 10090 | B. | — | Removed |
| 10091 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, and privacy laws. | — | Removed |
| 10092 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 10093 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 10094 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 10095 | C. | — | Removed |
| 10096 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 10097 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 10098 | For more information on debit dates please visit our Help Center . | — | Removed |
| 10099 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10100 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 10101 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 10102 | Without limiting Gusto’s rights in Section 6 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 10103 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 10104 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 10105 | Gusto Reserves Certain Rights A. | — | Removed |
| 10106 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 10107 | Payments to contractors may be subject to different restrictions or requirements than payroll Payments to employees. | — | Removed |
| 10108 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 7 and 8 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 10109 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 10110 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 10111 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 10112 | B. | — | Removed |
| 10113 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 10114 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 10115 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 10116 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 10117 | C. | — | Removed |
| 10118 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 10119 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 10120 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 10121 | D. | — | Removed |
| 10122 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 10123 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. 7. | — | Removed |
| 10124 | Processing Payments via ACH A. | — | Removed |
| 10125 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 10126 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 10127 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 10128 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 10129 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 10130 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 10131 | B. | — | Removed |
| 10132 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 10133 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 10134 | C. | — | Removed |
| 10135 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 10136 | For more information, please visit our Help Center . | — | Removed |
| 10137 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 10138 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 10139 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 10140 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 10141 | D. | — | Removed |
| 10142 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 10143 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 10144 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 10145 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 10146 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. 8. | — | Removed |
| 10147 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 10148 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 10149 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 10150 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 9. | — | Removed |
| 10151 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 10152 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 10153 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 10154 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 10. | — | Removed |
| 10155 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 10156 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 10157 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 10158 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 10159 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 10160 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 10161 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 10162 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10163 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 10164 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 10165 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 10166 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 10167 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 10168 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 10169 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10170 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 10171 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 10172 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 10173 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 10174 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 10175 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10176 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 10177 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 11. | — | Removed |
| 10178 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 12. | — | Removed |
| 10179 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 10180 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 13. | — | Removed |
| 10181 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 10182 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 10183 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 10184 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 10185 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 10186 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 10187 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 14. | — | Removed |
| 10188 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 10189 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 10190 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 10191 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 10192 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 10193 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 10194 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 10195 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 10196 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 10197 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 10198 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 10199 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 10200 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 10201 | Effective March 24th 2024 to March 24th 2024 Download Summary of changes removed paragraph describing the terms update that launched feb. 21, 2024 Table of Contents Last updated February 21, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 10202 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 10203 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10204 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 10205 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is a Employer. | — | Removed |
| 10206 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10207 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 10208 | However, certain non-U.S. payroll services may be available to qualified Employers, subject to Additional Terms and availability. 1. | — | Removed |
| 10209 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 10210 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 10211 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 10212 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; and (ix) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 10213 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer has violated any of the above eligibility requirements. 3. | — | Removed |
| 10214 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 10215 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 10216 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 10217 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 10218 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 10219 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 10220 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 10221 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 10222 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 10223 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 10224 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 10225 | 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. | — | Removed |
| 10226 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 10227 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 10228 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 10229 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 10230 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 10231 | Employer’s Responsibilities A. | — | Removed |
| 10232 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 10233 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 10234 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 10235 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 10236 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 10237 | B. | — | Removed |
| 10238 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, and privacy laws. | — | Removed |
| 10239 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 10240 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 10241 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 10242 | C. | — | Removed |
| 10243 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 10244 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 10245 | For more information on debit dates please visit our Help Center . | — | Removed |
| 10246 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10247 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 10248 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 10249 | Without limiting Gusto’s rights in Section 6 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 10250 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 10251 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 10252 | Gusto Reserves Certain Rights A. | — | Removed |
| 10253 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 10254 | Payments to contractors may be subject to different restrictions or requirements than payroll Payments to employees. | — | Removed |
| 10255 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 7 and 8 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 10256 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 10257 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 10258 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 10259 | B. | — | Removed |
| 10260 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 10261 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 10262 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 10263 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 10264 | C. | — | Removed |
| 10265 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 10266 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 10267 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 10268 | D. | — | Removed |
| 10269 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 10270 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. 7. | — | Removed |
| 10271 | Processing Payments via ACH A. | — | Removed |
| 10272 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 10273 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 10274 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 10275 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 10276 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 10277 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 10278 | B. | — | Removed |
| 10279 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 10280 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 10281 | C. | — | Removed |
| 10282 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 10283 | For more information, please visit our Help Center . | — | Removed |
| 10284 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 10285 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 10286 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 10287 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 10288 | D. | — | Removed |
| 10289 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 10290 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 10291 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 10292 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 10293 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. 8. | — | Removed |
| 10294 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 10295 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 10296 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 10297 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 9. | — | Removed |
| 10298 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 10299 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 10300 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 10301 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 10. | — | Removed |
| 10302 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 10303 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 10304 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 10305 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 10306 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 10307 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 10308 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 10309 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10310 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 10311 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 10312 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 10313 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 10314 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 10315 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 10316 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10317 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 10318 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 10319 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 10320 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 10321 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 10322 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10323 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 10324 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 11. | — | Removed |
| 10325 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 12. | — | Removed |
| 10326 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 10327 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 13. | — | Removed |
| 10328 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 10329 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 10330 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 10331 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 10332 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 10333 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 10334 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 14. | — | Removed |
| 10335 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 10336 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 10337 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 10338 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 10339 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 10340 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 10341 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 10342 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 10343 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 10344 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 10345 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 10346 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 10347 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 10348 | Effective February 21st 2024 to March 24th 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024 or the date you click to accept them in your Gusto account. | — | Removed |
| 10349 | Your continued use of our payroll products and services after March 22, 2024 will constitute your acceptance of these terms. | — | Removed |
| 10350 | To review the outgoing terms, please click here . | — | Removed |
| 10351 | Last updated February 21, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 10352 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 10353 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10354 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 10355 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is a Employer. | — | Removed |
| 10356 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10357 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 10358 | However, certain non-U.S. payroll services may be available to qualified Employers, subject to Additional Terms and availability. 1. | — | Removed |
| 10359 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 10360 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 10361 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 10362 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; and (ix) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 10363 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer has violated any of the above eligibility requirements. 3. | — | Removed |
| 10364 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 10365 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 10366 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 10367 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 10368 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 10369 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 10370 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 10371 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 10372 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 10373 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 10374 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 10375 | 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. | — | Removed |
| 10376 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 10377 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 10378 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 10379 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 10380 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 10381 | Employer’s Responsibilities A. | — | Removed |
| 10382 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 10383 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 10384 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 10385 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 10386 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 10387 | B. | — | Removed |
| 10388 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, and privacy laws. | — | Removed |
| 10389 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 10390 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 10391 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 10392 | C. | — | Removed |
| 10393 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 10394 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 10395 | For more information on debit dates please visit our Help Center . | — | Removed |
| 10396 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10397 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 10398 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 10399 | Without limiting Gusto’s rights in Section 6 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 10400 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 10401 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 10402 | Gusto Reserves Certain Rights A. | — | Removed |
| 10403 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 10404 | Payments to contractors may be subject to different restrictions or requirements than payroll Payments to employees. | — | Removed |
| 10405 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 7 and 8 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 10406 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 10407 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 10408 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 10409 | B. | — | Removed |
| 10410 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 10411 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 10412 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 10413 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 10414 | C. | — | Removed |
| 10415 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 10416 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 10417 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 10418 | D. | — | Removed |
| 10419 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 10420 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. 7. | — | Removed |
| 10421 | Processing Payments via ACH A. | — | Removed |
| 10422 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 10423 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 10424 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 10425 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 10426 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 10427 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 10428 | B. | — | Removed |
| 10429 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 10430 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 10431 | C. | — | Removed |
| 10432 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 10433 | For more information, please visit our Help Center . | — | Removed |
| 10434 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 10435 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 10436 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 10437 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 10438 | D. | — | Removed |
| 10439 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 10440 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 10441 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 10442 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 10443 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. 8. | — | Removed |
| 10444 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 10445 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 10446 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 10447 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 9. | — | Removed |
| 10448 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 10449 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 10450 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 10451 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 10. | — | Removed |
| 10452 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 10453 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 10454 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 10455 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 10456 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 10457 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 10458 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 10459 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10460 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 10461 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 10462 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 10463 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 10464 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 10465 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 10466 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10467 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 10468 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 10469 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 10470 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 10471 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 10472 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10473 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 10474 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 11. | — | Removed |
| 10475 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 12. | — | Removed |
| 10476 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 10477 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 13. | — | Removed |
| 10478 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 10479 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 10480 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 10481 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 10482 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 10483 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 10484 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 14. | — | Removed |
| 10485 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 10486 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 10487 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 10488 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 10489 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 10490 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 10491 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 10492 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 10493 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 10494 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 10495 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 10496 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 10497 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 10498 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Please note: These terms will take effect on the earlier of March 22, 2024 or the date you click to accept them in your Gusto account. | — | Removed |
| 10499 | Your continued use of our payroll products and services after March 22, 2024 will constitute your acceptance of these terms. | — | Removed |
| 10500 | To review the outgoing terms, please click here . | — | Removed |
| 10501 | Last updated February 12, 2024 These Payroll Service Terms (“ Payroll Terms ”), together with the Gusto Employer Terms of Service (“ Gusto Employer Terms ”) (collectively, the “ Payroll Agreement ”), contain the terms and conditions under which Gusto provides to eligible Employers certain payroll, contractor payments, and payroll tax related services (collectively, the “ Payroll Service ”) through the Platform as described below. | — | Removed |
| 10502 | Capitalized terms used but not defined in these Payroll Terms have the meanings ascribed to them in the Gusto Employer Terms. | — | Removed |
| 10503 | To the extent any Payroll Terms conflict with terms of the Gusto Employer Terms, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10504 | These Payroll Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 10505 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the Payroll Service through Gusto Pro, these Payroll Terms and the Gusto Accountant Terms of Service govern your access to and use of the Payroll Service on behalf of your client(s), each of which is a Employer. | — | Removed |
| 10506 | In the event of a conflict between the Payroll Terms and the Gusto Accountant Terms of Service, the Payroll Terms will control with respect to the Payroll Service. | — | Removed |
| 10507 | The Payroll Service is only available in the United States, excluding U.S. territories, and these Payroll Terms are applicable only to the Payroll Service as provided in the United States. | — | Removed |
| 10508 | However, certain non-U.S. payroll services may be available to qualified Employers, subject to Additional Terms and availability. 1. | — | Removed |
| 10509 | Payroll Service Subject to Employer’s compliance with these Payroll Terms, Gusto will provide Employer with the Payroll Service for the purposes of (each a “ Payroll Feature ”): Calculating Employer’s payroll and associated taxes and liabilities; Processing Employer’s payroll and making related payments (each, a “ Payment ”) to Employer’s designated employees, contractors, tax agencies, or other recipients (collectively, “ Payees ”); Withholding, filing, and remitting payroll tax Payments and filings; Completing certain tax documents, including original and amended tax filings on Employer’s behalf; and Creating and tracking paid and unpaid time off, hours worked, reimbursements and expenses and making certain related Payments. | — | Removed |
| 10510 | Each Payroll Feature may carry additional Service Fees, may be subject to Additional Terms, and/or may only be available to Employers enrolled in certain Service Plans or who meet other eligibility criteria, as determined by Gusto. | — | Removed |
| 10511 | Gusto reserves the right to change, modify, or terminate any of the Payroll Features at any time with or without notice. 2. | — | Removed |
| 10512 | Eligibility To use the Payroll Service, Employer must meet the below criteria and complete the below prerequisite actions (as applicable): (i) have a business registered in, and Bank Account(s) located in the United States (excluding U.S. territories); (ii) ensure that Employer and any Payees are eligible to receive payments via the Payroll Service and are not prohibited from making or receiving payments via the Payroll Services under applicable law; (iii) have applied for and received applicable tax agency account ID(s); (iv) designate a signatory; (v) complete, execute (if applicable) and submit all documents and information Gusto may require for providing the Payroll Service, including but not limited to Employer’s prior payroll information and any required authorizations or tax agency forms, including IRS Form 8655; (vi) deposit any applicable tax liabilities incurred prior to enrolling in or initiating the Payroll Service; (vii) submit any payroll tax returns to applicable tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; (viii) cancel any prior payroll or PEO services and inform applicable prior providers of such cancelation or termination; and (ix) comply with any additional instructions, guidelines, or policies (“ Payroll Policies ”) that Gusto may publish from time to time. | — | Removed |
| 10513 | Gusto reserves the right to suspend or terminate the Payroll Service or any Payroll Feature without notice in the event that Gusto determines (in Gusto’s sole discretion) or has reason to believe that Employer has violated any of the above eligibility requirements. 3. | — | Removed |
| 10514 | 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”) (collectively, “ Information Subjects ”). | — | Removed |
| 10515 | Accordingly, Gusto will require Employer to provide certain information to verify Information Subjects, which 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 necessary to identify Employer’s entity information, Administrators, and/or signatory (“ Identification Information ”). | — | Removed |
| 10516 | Additionally, Gusto may also require Employer to provide identifying documentation about Information Subjects, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”). | — | Removed |
| 10517 | Gusto may also use Identification Information and/or Identification Documents provided by Employer to confirm the identity of Administrators and their legal relationship to Employer in the event of a dispute regarding Employer’s Administrator(s)’ management of and/or access to the Employer Account. | — | Removed |
| 10518 | Gusto will also need to collect, review and verify certain information about Employer’s Bank Account in order to confirm Employer’s eligibility for the Payroll Service. | — | Removed |
| 10519 | This information includes identifying information about the Bank Account such as (but not limited to) the account number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”). | — | Removed |
| 10520 | Gusto will use Employer Banking Information to conduct Know Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 4 (“Know Your Customer and Sanctions Screening”) below, to verify Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Payroll Service (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. | — | Removed |
| 10521 | Please review our Help Center content for more information on how we conduct bank account and identity verification and what types of bank accounts we accept. | — | Removed |
| 10522 | Employer represents and warrants that Employer has the authority to share Identification Information, Identification Documents, and Employer Banking Information with Gusto as set forth herein, and Employer understands and agrees that Gusto will handle such information in accordance with our Privacy Policy . | — | Removed |
| 10523 | Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, accurate and complete, and that, except as permitted in these Payroll Terms, Employer is not submitting such information on behalf of a third party. | — | Removed |
| 10524 | Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information requested by Gusto is provided in a timely manner, and Employer understands that failure to timely provide may result in Gusto being unable to provide Employer with the Payroll Services and/or immediate termination of Payroll Services with or without notice and without liability to Employer. | — | Removed |
| 10525 | 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. | — | Removed |
| 10526 | Gusto reserves the right to terminate this Payroll Agreement and/or the Employer’s Account immediately with or without notice or liability 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). 4. | — | Removed |
| 10527 | KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather customer information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's Know Your Customer (“ KYC ”) program. | — | Removed |
| 10528 | Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to a customer's true identity, the nature and purpose of the transactions a customer conducts, and the level of risk a customer’s relationship and related financial activities may pose to Gusto. | — | Removed |
| 10529 | All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the sanctions regimes administered by the U.S. Treasury’s Office of Foreign Asset Control’s (“OFAC”). | — | Removed |
| 10530 | 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 or may be a Specially Designated National, 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. 5. | — | Removed |
| 10531 | Employer’s Responsibilities A. | — | Removed |
| 10532 | Employer is Responsible for the Accuracy of all Payroll Information For purposes of these Payroll Terms, “ Payroll Information ” means: all information provided to Gusto by or on behalf of Employer in connection with the Payroll Service, including without limitation, information used to request or submit Payments; information provided to Gusto by Employer’s Payees or Members for purposes of the Payroll Service; and all information or other documentation generated or provided by Gusto through the Platform for Employer’s review based on the information listed in items (i) and (ii) above, including (but not limited to) pay statements, reports, payroll tax filings, tax forms, payroll summaries, and print checks (as applicable). | — | Removed |
| 10533 | By submitting Payroll Information to Gusto, Employer represents that Employer is authorized to provide such Payroll Information and is doing so in compliance with all of Employer’s applicable legal obligations. | — | Removed |
| 10534 | Employer is solely responsible for the accuracy, timeliness, and completeness of all Payroll Information. | — | Removed |
| 10535 | Gusto is entitled to rely on, and is not obligated to independently verify the accuracy of, Payroll Information except where required by law. | — | Removed |
| 10536 | Gusto will not be liable for any penalty, interest, Claims, or liability that results from inaccurate or incomplete Payroll Information, including without limitation, penalties, interest, Claims or liability resulting from Payments made using inaccurate or incomplete Payroll Information, whether such Payroll Information was provided by Employer or Employer’s Payees or Members. | — | Removed |
| 10537 | B. | — | Removed |
| 10538 | Employer is Responsible for Complying with Applicable Law Employer is solely responsible for ensuring that Employer’s Payroll Information and use of the Payroll Service complies with all applicable laws, regulations, and contractual obligations or other legal requirements including (without limitation) anti-money laundering laws, wage and hour law, labor law, immigration law, tax law, and privacy laws. | — | Removed |
| 10539 | Gusto does not guarantee that the Payroll Service will provide all functionality necessary for, or perform in a manner consistent with, all laws or legal obligations applicable to Employer or Employer’s Payee(s). | — | Removed |
| 10540 | Employer acknowledges and understands that such laws and obligations vary by industry, region and city, and change over time. | — | Removed |
| 10541 | Employer assumes full and sole responsibility for use of the Payroll Service to achieve Employer’s intended purpose and comply with Employer’s applicable legal obligations. | — | Removed |
| 10542 | C. | — | Removed |
| 10543 | Employer is Responsible for Maintaining Sufficient Bank Account Funds Employer must maintain sufficient immediately available funds in Employer’s Bank Account(s) to cover all Payments, fees, reserve requirements (as applicable) and payroll taxes (“ Amounts Due ”) at the time required. | — | Removed |
| 10544 | For Payments processed via ACH, such funds must be available no later than the close of business on the day prior to the debit date for any Payment (as applicable, for Payments processed via ACH). | — | Removed |
| 10545 | For more information on debit dates please visit our Help Center . | — | Removed |
| 10546 | For fees, Employer understands and acknowledges that if Employer fails to timely pay fees for the Services or if Employer attempts to clawback or cancel fees properly debited by Gusto from Employer’s Bank Account under the Payroll Agreement, then Gusto may terminate or suspend the Employer Account and/or Employer’s access to Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10547 | Employer understands that Gusto will not calculate, remit, process, or submit payroll tax Payments and/or filings if Employer’s access to the Payroll Service is suspended or terminated and Employer agrees that Employer is solely responsible for Employer’s applicable legal obligations, including tax obligations. | — | Removed |
| 10548 | Gusto may request verification of, or require Employer to verify and/or provide Gusto evidence of, the balance of available funds in Employer’s Bank Account and reserves the right to cancel or refuse to process any Payment if Gusto reasonably believes Employer has not maintained sufficient Bank Account funds or for any other reason Gusto deems reasonable in our sole discretion, without liability to Employer. | — | Removed |
| 10549 | Without limiting Gusto’s rights in Section 6 below, if (i) any debit from the Bank Account by Gusto under these Payroll Terms fails or is returned due to Employer’s failure to maintain insufficient funds, (ii) Gusto reasonably suspects or determines that Employer has misrepresented the balance of available funds in the Employer’s Bank Account, or (iii) Gusto suffers any loss due to Employer’s failure to maintain sufficient funds in the Bank Account; then, Gusto may cancel or reverse any corresponding Payments processed via direct deposit transactions without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms, report this information to applicable credit or financial institutions, or pursue any other remedy or remediating action that Gusto deems reasonable as permitted by law. | — | Removed |
| 10550 | Termination of the Payroll Service or of Employer’s Account does not relieve Employer of the obligation to pay all Amounts Due or of any other obligations that Employer may have under applicable law. | — | Removed |
| 10551 | Employer understands and acknowledges that Gusto may reject, cancel, or reverse (if applicable) Employer’s requested Payments to the applicable Payees if Employer fails to maintain sufficient funds in Employer's Bank Account, and Gusto is not liable for any resulting consequences or Claims (including, without limitation, any consequences or Claims arising from unremitted or untimely remitted payroll taxes and/or unpaid or untimely wage or contract payments to Employer’s Payees). 6. | — | Removed |
| 10552 | Gusto Reserves Certain Rights A. | — | Removed |
| 10553 | Payment Methods; Eligibility for Payment Methods Gusto may process different Payment types through different payment methods. | — | Removed |
| 10554 | Payments to contractors may be subject to different restrictions or requirements than payroll Payments to employees. | — | Removed |
| 10555 | Additional Terms may apply to certain payment methods, including but not limited to, Sections 7 and 8 below that have important terms applicable to Payments processed via ACH and wire transfer. | — | Removed |
| 10556 | Gusto reserves the right to change, modify, or terminate any or all of the payment methods available to Employer in our sole discretion at any time without notice or liability to Employer. | — | Removed |
| 10557 | Gusto further reserves the right to create or modify eligibility criteria for use of certain payment method(s) for any applicable period of time identified by Gusto, with or without notice to Employer and without liability to Employer. | — | Removed |
| 10558 | For more information on payment methods and associated requirements or restrictions please visit our Help Center . | — | Removed |
| 10559 | B. | — | Removed |
| 10560 | Eligibility for Certain Processing Speeds Certain Employers may qualify for a faster payment processing speed (“ Expedited Processing ”). | — | Removed |
| 10561 | Eligibility for Expedited Processing is determined by Gusto in Gusto’s sole discretion, and may only be available for certain Payments (e.g., only Payments to employees), to Employers enrolled in certain Service Plans, or to Employers who are eligible for Payment processing via ACH, among other eligibility criteria. | — | Removed |
| 10562 | If Gusto determines that Employer or Employer’s Payment(s) is eligible for Expedited Processing, Employer is then solely responsible for continuing to meet the criteria for continued access to Expedited Processing as described in our Help Center or applicable Payroll Policy. | — | Removed |
| 10563 | Gusto reserves the right to modify the eligibility criteria for Expedited Processing, revoke Employer’s access to Expedited Processing, or discontinue any or all of the Expedited Processing processing speeds at any time with or without notice and without liability to Employer. | — | Removed |
| 10564 | C. | — | Removed |
| 10565 | Other Payment Limits Subject to applicable legal requirements, Gusto reserves the right to set any other limits on the amount, method, frequency, or speed of any requested Payment(s) at any time in Gusto’s sole discretion, each with or without notice to Employer. | — | Removed |
| 10566 | Reasons for limits may be based on multiple factors, including (but not limited to): (i) Employer’s lack of, or limited, Payments processing history with Gusto; (ii) past performance or standing of Employer’s Account, including variations in Payment amounts or insufficient funds or other Bank Account errors; (iii) unusual activity in Employer’s Account, including with respect to Payment amount, frequency and other factors; (iv) institutional or market failures or reasonable risk of failures (as determined by Gusto); (v) Employer’s participation in a market or industry offering higher risk goods or services (e.g. cannabis); or (vi) Employer’s Payee(s). | — | Removed |
| 10567 | Gusto may modify such limits or requirements at any time in Gusto’s sole discretion and with or without notice to Employer and without liability to Employer. | — | Removed |
| 10568 | D. | — | Removed |
| 10569 | Debit Failures; Holds If (i) any amount debited from the Bank Account by Gusto under these Payroll Terms fails or is returned for any reason, or (ii) Gusto suffers any loss due to such failure or return, Gusto may cancel or reverse any corresponding Payments processed via direct deposit without liability to Employer, terminate the Payroll Services or the Employer Account, charge Employer a one-time fee or penalty, assess finance charges, recover the amount lost plus any fees and costs of collection from Employer in accordance with Section 10 of the Gusto Employer Terms or any other manner permitted under applicable law, and/or report this information to applicable credit or financial institutions. | — | Removed |
| 10570 | Gusto may also, in its sole discretion and with or without notice or cause, place holds on any Payments Employer initiates or terminate the Payroll Service (i) in the event that Employer fails to comply with or refuses to comply with Employer’s obligations under the Gusto Terms or these Payroll Terms, including Employer’s obligation to maintain sufficient funds in Employer’s Bank Account; (ii) in order to in order to conduct further due diligence and protect against potential risk or fraud, consistent with Gusto’s obligations under applicable state money transmission laws and federal anti-money laundering laws; or (iii) for any other lawful business reason, in each case without liability to Employer. 7. | — | Removed |
| 10571 | Processing Payments via ACH A. | — | Removed |
| 10572 | Authorization to Debit the Bank Account Employer authorizes Gusto to debit Employer’s Bank Account in the amounts necessary to (i) fund Employer’s requested Payments to Payees; (ii) pay any Service Fees or charges associated with the Payroll Service; (iii) pay payroll taxes; (iv) pay any debit, correction or reversal entry fee or cost; (v) verify the Bank Account via test deposit or debit (if applicable); and (vi) pay any other amount due, including for other Services or Programs provided by Gusto outside of the Payroll Service. | — | Removed |
| 10573 | In the event that Gusto debits slightly less than what is required to be remitted to the applicable taxing authority on Employer’s behalf from the Bank Account, Gusto will cover the difference using Gusto’s own funds. | — | Removed |
| 10574 | In the event that Gusto withdraws slightly more than what is required, Employer will not be entitled to a refund or credit for that amount. | — | Removed |
| 10575 | Gusto is not responsible for determining whether Employer’s Bank Account has deposit or withdrawal restrictions. | — | Removed |
| 10576 | These authorizations will remain in effect until and unless Employer gives Gusto written notice to terminate them. | — | Removed |
| 10577 | Such written notice of termination must afford Gusto and the Bank reasonable opportunity to act upon such notice. | — | Removed |
| 10578 | B. | — | Removed |
| 10579 | Payee Authorizations for Direct Deposits Employer is responsible for obtaining and maintaining all required consents and authorizations from Employer’s Payee(s) for Gusto to process direct deposits to Payee bank accounts. | — | Removed |
| 10580 | Employer represents and warrants that (i) Employer has received authorization from each Payee to allow Employer to make Payments to them via the Payroll Service and to make any necessary adjustments or corrections to such Payments, as appropriate, and (ii) at the time a Payment is made via the Payroll Service Employer has no knowledge that the authorization(s) have been revoked or terminated. | — | Removed |
| 10581 | C. | — | Removed |
| 10582 | Canceling or Reversing a Payment Processed via ACH Subject to Gusto’s obligations under applicable state money transmission laws, Employer may cancel a Payment if Gusto has not yet processed a direct deposit(s) for such Payment. | — | Removed |
| 10583 | For more information, please visit our Help Center . | — | Removed |
| 10584 | Once a direct deposit(s) has been processed, Employer will be unable to cancel or correct the Payment, and will only be able to request that Gusto reverse the deposit(s) (a “ Reversal ”). | — | Removed |
| 10585 | Gusto may impose a fee for, or reject, a Reversal request for any reason without notice or liability to Employer. | — | Removed |
| 10586 | Reversals will only be processed (i) in accordance with the NACHA Rules and (ii) if Employer submits a Reversal request to Gusto no more than five (5) business days after the applicable Payment was processed. | — | Removed |
| 10587 | Employer understands and agrees that (i) Reversals may be unsuccessful or fail to return some or all of Employer’s applicable Payment for reasons beyond Gusto’s control, including (without limitation) insufficient funds in the recipient Payee’s bank account or bank errors; (ii) Gusto will be unable to reverse Payments or recoup funds remitted to Employer’s applicable tax agencies through the Payroll Service; and (iii) Employer is solely responsible for recouping or attempting to recoup funds associated with unsuccessful Reversals outside of Gusto. | — | Removed |
| 10588 | D. | — | Removed |
| 10589 | Other Limitations & Obligations The Payroll Service does not support international ACH transactions. | — | Removed |
| 10590 | Gusto is not responsible for re-submitting a failed direct deposit if Gusto initiated that direct deposit in compliance with these Payroll Terms. | — | Removed |
| 10591 | If Employer requests a Payment via the Payroll Service on a day when the ACH is closed, Gusto will undertake commercially reasonable efforts to process such Payment on the next available business day, subject to these Payroll Terms. | — | Removed |
| 10592 | Employer acknowledges that Employer is the Originator of each Payment Gusto makes via ACH on Employer’s behalf and assumes the responsibilities of Originator under the NACHA Rules. | — | Removed |
| 10593 | Employer will indemnify Gusto as Third Party Sender for any Claims which result from Gusto’s obligations to indemnify any third party under the NACHA Rules. 8. | — | Removed |
| 10594 | Wire Transfers Gusto may require certain Employers to transfer funds for Payments to Gusto via wire transfer. | — | Removed |
| 10595 | For more information on wire transfers, please visit our Help Center . | — | Removed |
| 10596 | Employer understands and acknowledges that certain banks may charge a fee to send or receive a wire transfer. | — | Removed |
| 10597 | In the event that Gusto requires Employer to transfer funds via wire transfer, Employer shall be solely responsible for payment of any such fees, whether imposed by Employer’s bank or Gusto’s bank, and agrees to reimburse Gusto for any wire transfer fees that Gusto may incur in receiving Employer’s funds via wire transfer. 9. | — | Removed |
| 10598 | Failed Direct Deposits In the event that Employer’s requested direct deposit Payment fails and the funds are returned to Gusto (“ Unpaid Funds ”), Gusto will notify Employer and Employer authorizes Gusto to credit Employer’s Bank Account via direct deposit in order to return such Unpaid Funds to Employer. | — | Removed |
| 10599 | Employer is solely responsible for contacting the relevant Payee(s), complying with all applicable unclaimed property laws, updating and/or re-submitting Payroll Information in order to re-perform the direct deposit, and/or otherwise resolving the Unpaid Funds. | — | Removed |
| 10600 | Employer expressly releases Gusto from all liability and Claims arising from applicable unclaimed property laws. | — | Removed |
| 10601 | Gusto will not, and is not obligated to, defend or indemnify Employer in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds. 10. | — | Removed |
| 10602 | Payroll Tax Filing through the Payroll Service; Responsibility for Tax Filings By enrolling in the Payroll Service, Employer agrees to appoint Gusto as Employer’s reporting agent for tax reporting and filing purposes and, as applicable, authorizes Gusto to instruct Employer’s applicable tax agencies to debit Employer’s Bank Account for any payroll taxes due. | — | Removed |
| 10603 | Employer is responsible for completing all required tax agency forms and electronic authorizations to confirm such appointment and instructions. | — | Removed |
| 10604 | In order for Gusto to file tax returns on Employer's behalf, (i) Employer must process at least one payroll through the Payroll Service; (ii) the payroll must be paid out to the applicable Payees; and (iii) Employer must timely provide all requested Payroll Information to Gusto and ensure that such information is accurate and complete. | — | Removed |
| 10605 | Gusto will not file Employer’s payroll tax returns and will be unable to assist Employer in resolution of any payroll tax issues via the Payroll Service if the above criteria are not satisfied, and Gusto is not responsible for any resulting Claims or consequences. | — | Removed |
| 10606 | Gusto cannot represent Employer in tax matters, and except as specifically provided in these Payroll Terms, Gusto cannot file and pay taxes on Employer’s behalf. | — | Removed |
| 10607 | Electronic Filings and Payments : Employer may be given the option, or may be required, to pay taxes electronically, or to file tax returns electronically (collectively “ Electronic Tax Processing ”). | — | Removed |
| 10608 | Employer consents to the disclosure to the applicable tax authority or agency of all information pertaining to Employer’s use of Electronic Tax Processing. | — | Removed |
| 10609 | Service Fees and Payroll Tax Filings : If Gusto is unable to collect Service Fees from Employer by the applicable payment due date for any reason, or if Employer attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under these Terms, we may terminate or suspend the the Payroll Service until we receive the outstanding amounts due. | — | Removed |
| 10610 | In the event of suspension of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes to the Employer Bank Account. | — | Removed |
| 10611 | Employer Responsibility for Timely Filings : Even though Employer has authorized Gusto to file payroll tax returns and make payroll tax payments, ultimately, Employer is held solely responsible by taxing authorities for the timely filing of tax returns and the timely payment of payroll taxes. | — | Removed |
| 10612 | Gusto recommends that all Employers enroll in the U.S. Treasury Department’s electronic tax payment system to monitor Employer’s IRS account and ensure that timely tax payments are being made on Employer’s behalf, as outlined in our Help Center . | — | Removed |
| 10613 | State tax authorities may offer similar means to verify tax payments, and Gusto encourages Employer to contact Employer’s tax counsel, accountant, or the applicable state tax agency directly for details. | — | Removed |
| 10614 | Please visit our Help Center for more information on how to contact state tax agencies. | — | Removed |
| 10615 | Employer Responsibility for Accurate Payroll Information used for Tax Filings : Gusto may, at Gusto’s sole discretion, use commercially reasonable efforts to assist Employer in removing certain tax penalties or resolving blocked tax payments that arise due to incorrect or incomplete Payroll Information, but Gusto is not obligated to. | — | Removed |
| 10616 | In the event that Gusto provides such assistance, Employer (i) authorizes Gusto to communicate with and share Payroll Information with the tax agency on Employer’s behalf, and (ii) agrees to fully cooperate with Gusto and provide Gusto with all assistance required at Employer’s own expense, including but not limited to signing additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10617 | Employer understands that any such assistance from Gusto does not constitute and should not be construed as professional advice or guidance of any kind. | — | Removed |
| 10618 | Employer Acknowledgements : Employer understands and agrees that Employer is solely responsible for ensuring that the calculated payroll and payroll tax amounts properly reflect any industry rules, collective bargaining agreements, and/or laws or regulations that may apply to Employer’s business. | — | Removed |
| 10619 | Employer further acknowledges that Gusto is not responsible for and cannot control the acts or omissions of tax agencies, and that tax agencies will review and process tax filings and notices at their own discretion and according to their own processing schedules. | — | Removed |
| 10620 | Employer also accepts final responsibility for any audits or assessments by any tax agency or authority, including (without limitation) any assessments or audits resulting from Employer’s failure to provide correct and complete Payroll Information. | — | Removed |
| 10621 | In the event that Gusto fails to timely remit payroll taxes to the applicable tax agency on Employer’s behalf or fails to timely submit a tax filing to the applicable tax agency on Employer’s behalf, and in each case the applicable Payments were submitted by Employer in compliance with these Payroll Terms (each a “ Gusto Error ”), Gusto’s sole responsibility and liability shall be limited to the following: (i) Gusto shall remit applicable payroll taxes to the appropriate tax agency; and (ii) Gusto shall reimburse Employer or pay directly to the appropriate tax agency the amount of any penalties directly arising from such failure(s). | — | Removed |
| 10622 | Notwithstanding the foregoing, Employer must use prompt and reasonable efforts to mitigate any penalties or losses resulting from such failure(s), including, without limitation, cooperating with Gusto and providing Gusto with all assistance required at Employer’s own expense, including but not limited to signing (e-sign or otherwise) additional authorization forms, timely completing paperwork or providing information requested by Gusto or the applicable tax authority, and/or procuring any abatements that may be available to Employer, as applicable. | — | Removed |
| 10623 | Gusto will not be responsible or liable for any losses, claims, or penalties (including, without limitation, increased tax rates) that may arise from Employer’s failure to so mitigate. | — | Removed |
| 10624 | Employer is responsible for promptly notifying Gusto of tax notices, tax bills, changes to tax rates or deposit schedules, or other modifications or communications from applicable tax agencies, and in any case no less than thirty (30) days prior to any applicable response date. 11. | — | Removed |
| 10625 | No Professional Advice; No Fiduciary Relationship; No Employment Relationship Employer understands and agrees that (i) Gusto is not acting in a fiduciary capacity for Employer or Employer’s business in performing the Payroll Services; (ii) any information that Gusto or Gusto’s employees, representatives or agents may provide in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Payroll Service should be construed to create any type of employer relationship or joint employment relationship between Gusto and Employer’s Payees for any purpose. 12. | — | Removed |
| 10626 | No Professional Use Employer agrees not to use the Payroll Service on a professional basis for any third party, except as may be expressly permitted by Gusto. | — | Removed |
| 10627 | If you are an accountant or bookkeeper or other third party representative managing your client’s or an Employer’s use of the Platform or Services through Gusto Pro, please review the additional terms that apply to you here . 13. | — | Removed |
| 10628 | Investment of Payroll Funds In certain jurisdictions, Gusto provides Payments in connection with the Payroll Services as a licensed money transmitter (or its equivalent). | — | Removed |
| 10629 | More information regarding Gusto, Inc.’s money transmission licenses, and relevant contact information, is available here . | — | Removed |
| 10630 | Amounts received by Gusto for payroll direct deposits and payroll taxes (“ Payroll Funds ”) will be held by Gusto in accounts at Gusto’s financial institution partners (collectively, the “ Payroll Account ”) until those payments are made to the applicable Payees. | — | Removed |
| 10631 | Gusto may invest the Payroll Funds in accordance with Gusto’s applicable investment guidelines and consistent with state money transmission laws (as applicable). | — | Removed |
| 10632 | Employer does not have any ownership interest (either legal or beneficial) in these investments and will not receive any interest or other return on funds held in the Payroll Account. | — | Removed |
| 10633 | Gusto owns all income, interest, or return from funds in the Payroll Account. | — | Removed |
| 10634 | Gusto will indemnify Employer against any loss of the principal amount of the Payroll Funds caused by Gusto while holding the funds in the Payroll Account. 14. | — | Removed |
| 10635 | Termination; Effect of Termination of the Payroll Service Gusto may immediately terminate Employer’s access to the Payroll Service at any time, with or without notice or liability to Employer. | — | Removed |
| 10636 | Employer may terminate the Payroll Service at any time from within Employer’s Account. | — | Removed |
| 10637 | Employer acknowledges and understands that termination of the Payroll Service (whether by Employer or by Gusto) may not be reversible. | — | Removed |
| 10638 | Employer understands and agrees that Employer’s failure to properly terminate the Payroll Service from within Employer’s Account may result in Gusto continuing to process and/or file payroll tax filings on Employer’s behalf until such termination is complete, that these filings may be incomplete or duplicate filings of other filings for the Employer sent outside of Gusto, and that Gusto is not liable for any such result or consequences arising therefrom. | — | Removed |
| 10639 | Effect of Termination on Payments : Upon termination (by Employer or by Gusto), Gusto will continue to process any requested Payments as directed by Employer prior to termination and Employer is responsible for ensuring that all necessary authorizations and consents remain in effect through such payment processing period. | — | Removed |
| 10640 | Employer will be unable to submit additional Payroll Information for the purpose of initiating further Payments via the Payroll Service following termination. | — | Removed |
| 10641 | Effect of Termination on Payroll Tax Filings : Upon termination of the Payroll Service (whether by Employer or by Gusto), Employer may be asked to elect whether and how Gusto should make certain tax filings on Employer’s behalf associated with such termination (“ Final Filings ”). | — | Removed |
| 10642 | Gusto encourages Employer to consult with an accountant or tax professional in making such elections for the Final Filings, and Employer is solely responsible for the consequences of such elections. | — | Removed |
| 10643 | For the avoidance of doubt, Gusto cannot assist in winding down Employer’s business or in closing Employer’s applicable tax agency accounts. | — | Removed |
| 10644 | If Employer fails to promptly provide Gusto with Employer’s elections regarding those Final Filings, then Employer authorizes Gusto to make or not make such Final Filings in Gusto’s sole discretion. | — | Removed |
| 10645 | Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from Gusto’s filing of, or failure to file, such Final Filings; or (ii) any Resulting Errors, or any consequences or Claims arising from any Resulting Errors, in the Final Filings. | — | Removed |
| 10646 | Employer further acknowledges that in some cases, Gusto may not be able to make Final Filings on your behalf following termination of the Payroll Service, and Employer understands and agrees that Employer is solely responsible for compliance with applicable tax law and payment of applicable payroll taxes. | — | Removed |
| 10647 | Please visit our Help Center for more information regarding which Final Filings Employer may be responsible for following termination. | — | Removed |
| 10648 | Effective October 19th 2023 to February 21st 2024 Download Table of Contents Last updated September 26, 2017 These Payroll Service Terms (these “Payroll Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Gusto’s website, www.gusto.com . | — | Removed |
| 10649 | These Payroll Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 10650 | Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 10651 | The Payroll Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 10652 | User is encouraged to read the Payroll Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 10653 | If User is agreeing to these Payroll Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Payroll Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 10654 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 10655 | By (i) clicking the applicable button to indicate User’s Service Plan choice, (ii) clicking the applicable button to indicate User’s acceptance of the Payroll Agreement, or (iii) accessing or using the Payroll Service, User accepts the Payroll Agreement, and User agrees, effective as of the date of such action, to be bound by the Payroll Agreement. 1. | — | Removed |
| 10656 | These Payroll Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 10657 | If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service. | — | Removed |
| 10658 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PAYROLL AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 10659 | Gusto’s Provision of the Payroll Service Is Governed by the Payroll Agreement Subject to the terms and conditions of the Payroll Agreement, Gusto agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement. 3. | — | Removed |
| 10660 | Obligations Under the Gusto Terms In addition to the obligations specified in these Payroll Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Gusto provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Gusto’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the Payroll Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 10661 | Payroll Service Provided that User meets User’s payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, Gusto will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User’s business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. | — | Removed |
| 10662 | In performing the Payroll Service, including for each of the foregoing purposes, Gusto will rely on the information furnished by User, User’s Account Administrators, or User’s Authorized Representatives, and Gusto is not responsible or liable for any errors resulting from such reliance, as further described in Section 20 (Limitation of Liability) of the Gusto Terms. | — | Removed |
| 10663 | User may not use the Payroll Service on a professional basis for anyone other than User, unless User is actively participating in a Gusto accountant program, in which case User may use the Payroll Service in accordance with the terms of such program. | — | Removed |
| 10664 | Depending on the type of Payroll Service User requests, User may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Gusto provides to User, as required by law or as otherwise necessary to provide the Payroll Service. | — | Removed |
| 10665 | Prior to User’s initial payroll processing date, User must submit the completed and executed documents Gusto requires for providing the Payroll Service, including User’s payroll and bank account information, any required federal, state, or local powers of attorney, and any additional information requested by Gusto. | — | Removed |
| 10666 | The Payroll Service provided will be based on and is dependent upon information provided to Gusto by User (including proof of federal, state, and local tax identification numbers). | — | Removed |
| 10667 | Failure to provide the required documents may adversely impact Gusto’s ability to perform the Payroll Service. | — | Removed |
| 10668 | User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; and (iii) cancelling any prior payroll service or services of professional employee organizations/employee leasing companies. | — | Removed |
| 10669 | In performing the Payroll Service, User acknowledges and agrees that (i) Gusto is not acting in a fiduciary capacity for User and/or User’s business; (ii) using the Payroll Service does not relieve User of User’s obligations under local, state, or federal laws or regulations to retain records relating to User’s data contained in Gusto’s files; and (iii) any information that Gusto provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice. 5. | — | Removed |
| 10670 | Payroll Account An Account Administrator or Authorized Representative shall approve and submit the Payroll Information (as defined below), thereby authorizing Gusto to create and transmit credit or debit entries (the “Entries”) necessary to process User’s payroll and payroll tax transactions. 6. | — | Removed |
| 10671 | Payroll Information Gusto will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. | — | Removed |
| 10672 | User shall then, prior to submitting User’s first payroll, review the Payroll Information for completeness and accuracy. | — | Removed |
| 10673 | For the purposes of the Payroll Agreement, “Payroll Information” shall mean any information provided to Gusto in connection with the Payroll Service, including but not limited to information provided by User, Account Administrators, Authorized Representatives, User’s employees, or User’s independent contractors, and all information posted in connection with the Payroll Service for User’s review on the Platform or otherwise requested for review by Gusto, such as the information used to calculate and pay employee payroll, track User’s defined employee benefits, pay payroll taxes to applicable taxing agencies (including User’s employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W-2 statements, and print checks on User’s Account (if applicable). | — | Removed |
| 10674 | User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying Gusto in the manner specified in the applicable electronic communication received by User and within the time period specified therein. | — | Removed |
| 10675 | User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User’s Account Administrators or Authorized Representatives), and User is solely responsible for any Claims, including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times. | — | Removed |
| 10676 | User agrees that by submitting each payroll (including the first payroll): (i) User approves all Payroll Information; (ii) User represents and warrants to Gusto that no Payroll Information submitted to Gusto will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against Gusto arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User’s Account Administrators or Authorized Representatives) or has not requested Gusto to correct; and (iv) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. | — | Removed |
| 10677 | Final responsibility for any audits or assessments rests with User. | — | Removed |
| 10678 | Gusto will not have any responsibility for verifying the accuracy of any data User provides via the Platform or via any other method. | — | Removed |
| 10679 | User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to Gusto by User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Gusto may in its sole discretion refuse to accept or act upon any such instructions. | — | Removed |
| 10680 | Gusto, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Gusto under this Agreement in accordance with Gusto’s Privacy Policy . 7. | — | Removed |
| 10681 | Payroll Authorizations Gusto will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Gusto is either User, an Account Administrator, or an Authorized Representative. | — | Removed |
| 10682 | Gusto does not verify or review Payment Orders for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Payment Orders. | — | Removed |
| 10683 | User will be bound by any Payment Order that is received by Gusto in compliance with this designated authorization procedure, and User shall indemnify and hold Gusto and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures. | — | Removed |
| 10684 | If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) Gusto may, in its sole discretion, refuse to accept or may return the Payment Order. | — | Removed |
| 10685 | If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. | — | Removed |
| 10686 | If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee’s account, Gusto may, in its sole discretion, refuse to accept or may return the Payment Order. 8. | — | Removed |
| 10687 | Bank Account Debiting and Crediting On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes Gusto to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to Gusto (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User’s payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to Gusto; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. | — | Removed |
| 10688 | User also authorizes Gusto to initiate credit Entries to the Bank Account in the event that Gusto is required to return Unpaid Funds to User, as described in Section 15 of these Payroll Terms. | — | Removed |
| 10689 | These authorizations are to remain in full force and effect until Gusto has received written notice from User of termination of any such authorizations in such time and such manner as to afford Gusto and the Bank a reasonable opportunity to act upon such notice. | — | Removed |
| 10690 | Gusto is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 10691 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). 9. | — | Removed |
| 10692 | Requirements for Bank Account Funds User will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. | — | Removed |
| 10693 | User’s obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time Gusto originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. | — | Removed |
| 10694 | Gusto may set off any amounts User owes to it against any amounts it owes to User in order for Gusto to obtain payment of User’s obligations as set forth in the Payroll Agreement. | — | Removed |
| 10695 | If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Gusto will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and Gusto may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User’s sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Payroll Agreement. | — | Removed |
| 10696 | For any amounts due and unpaid, Gusto may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section 2 (Services Fees and Charges) of the Gusto Terms. 10. | — | Removed |
| 10697 | Certain User Agreements and Acknowledgments Amounts withdrawn from the Bank Account for payroll direct deposits and payroll taxes (“Payroll Funds”) will be held by Gusto in accounts at Gusto’s financial institutions (collectively, the “Payroll Account”) until such time as those payments are due to User’s employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. | — | Removed |
| 10698 | User acknowledges that Gusto is entitled to invest the Payroll Funds in accordance with its investment guidelines established from time to time, and that Gusto, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User’s employees, or any other person for such income or gains. | — | Removed |
| 10699 | In order to facilitate the timely payment of payroll direct deposits and payroll taxes, Gusto may pledge any investments held in the Payroll Account in connection with a loan, rather than convert such investments to cash for each tax payment. | — | Removed |
| 10700 | To the extent Gusto receives the Payroll Funds, Gusto shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by Gusto while holding the funds in its Payroll Account. | — | Removed |
| 10701 | If Gusto incurs losses on the investment of the Payroll Funds or uses the Payroll Funds for any other purpose, Gusto will make the required payroll direct deposits and payroll tax deposits on User’s behalf by using Gusto’s own funds or other assets. | — | Removed |
| 10702 | User acknowledges that no state or federal agency monitors or assumes any responsibility for Gusto’s financial solvency. | — | Removed |
| 10703 | Gusto calculates applicable payroll taxes in accordance with state requirements; however, due to differences in computational methods (e.g., rounding), it is possible that Gusto’s computation of User’s applicable taxes may deviate in a fractional manner from the amount charged by an applicable taxing authority (typically a difference of less than $0.10 per taxing authority per payroll). | — | Removed |
| 10704 | Sometimes, this will result in Gusto withdrawing slightly less than what ultimately is required to be remitted to the applicable taxing authority. | — | Removed |
| 10705 | In this case, User agrees that Gusto’s computation is correct, but Gusto will cover the difference on User’s behalf and will not seek additional funds from User. | — | Removed |
| 10706 | Sometimes, this will result in Gusto withdrawing slightly more than what ultimately is required to be remitted to the applicable taxing authority. | — | Removed |
| 10707 | In this case, User agrees that Gusto’s computation is correct, and that User is not entitled to a refund of or credit for the excess funds. | — | Removed |
| 10708 | In the event that Gusto erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the “Excess Credit Amount”), if any, then User shall promptly notify Gusto as soon as it becomes aware of such erroneous credit. | — | Removed |
| 10709 | User authorizes Gusto to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to Gusto through other payment methods that Gusto may deem acceptable at its sole discretion. 11. | — | Removed |
| 10710 | ACH Origination The Payroll Service will enable User to enter the Payroll Information and to approve and submit it to Gusto for creation, formatting, and transmission of Entries in accordance with the NACHA Rules and the UCC. | — | Removed |
| 10711 | Gusto may reject any Payroll Information or Entry which does not comply with the requirements in the Payroll Agreement, NACHA Rules, or the UCC, or with respect to which the Bank Account does not contain sufficient available funds to pay for the Entry. | — | Removed |
| 10712 | If any Payroll Information or Entry is rejected, Gusto will make a reasonable effort to notify User promptly so that User may correct such Payroll Information or request that Gusto correct the Entry and resubmit it. | — | Removed |
| 10713 | A notice of rejection of Payroll Information or an Entry (each, a “Rejection Notice”) will be effective when given and may be delivered through any means, including via email or through User's Account. | — | Removed |
| 10714 | Gusto will have no liability to User for (i) the rejection of any Payroll Information or Entry or any Claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, User with a Rejection Notice, or any Claims arising directly or indirectly therefrom. | — | Removed |
| 10715 | If User requests that Gusto correct any Payroll Information or Entries on User's behalf, Gusto may attempt to do so; provided, however, that Gusto is not obligated to make any requested correction, and Gusto is not liable for any Claims or other consequences that may directly or indirectly result from Gusto’s attempt to correct, or failure to correct, such Payroll Information or Entries. | — | Removed |
| 10716 | After the Payroll Information has been approved by an Account Administrator and submitted to Gusto for the purposes of initiating a payroll-related transaction (such action, to “Submit,” and Payroll Information that has been submitted in the foregoing manner, “Submitted Payroll Information”) and received by Gusto, User may not be able to cancel or amend such Submitted Payroll Information. | — | Removed |
| 10717 | Gusto will use reasonable efforts to act on any cancellation or amendment requests it receives from an Account Administrator prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. | — | Removed |
| 10718 | User will reimburse Gusto for any expenses, losses, fines, penalties, or damages Gusto may incur in effecting or attempting to effect such a request. | — | Removed |
| 10719 | Except for Entries created from Payroll Information that has been re-approved and re-Submitted by an Account Administrator in accordance with the requirements of the Payroll Agreement, Gusto will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Gusto complied with the terms of the Payroll Agreement with respect to the original Entry. 12. | — | Removed |
| 10720 | Payroll Processing Schedule Gusto will process the Submitted Payroll Information and Entries in accordance with Gusto’s then-current processing schedule applicable to User, provided that (i) the Submitted Payroll Information is received by Gusto no later than User's applicable cut-off time for Submitted Payroll Information on a business day; and (ii) the ACH is open for business on that business day. | — | Removed |
| 10721 | If Gusto receives approved and Submitted Payroll Information after the applicable cut-off time for Submitted Payroll Information on a given business day, or if Gusto receives the Submitted Payroll Information on a non-business day, Gusto will not be responsible for failure to process the Submitted Payroll Information on that day. | — | Removed |
| 10722 | If any of the requirements of clauses (i) or (ii) of this paragraph are not satisfied, Gusto will use reasonable efforts to process the Submitted Payroll Information and transmit the Entries to the ACH with the next regularly-scheduled file created by Gusto (which will only occur on a business day on which the ACH is open for business). | — | Removed |
| 10723 | Gusto’s standard processing time for payroll and contractor payments is four (4) business days, but if User qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of this paragraph, and subject to an Account Administrator approving and Submitting Payroll Information to Gusto, Gusto will process User’s payroll and contractor payments in less than four (4) business days. | — | Removed |
| 10724 | Whether User initially qualifies for or continues to qualify for Gusto’s Expedited Payroll Programs is at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to User. | — | Removed |
| 10725 | If Gusto processes User’s payroll and/or contractor payments through an Expedited Payroll Program and the Bank Account has insufficient funds to cover such Amounts Due for such payroll and/or contractor payments, or the Bank otherwise rejects the portions of the ACH files originated by Gusto that relate to Entries for such Amounts Due, then User will owe, and be liable to Gusto for, such Amounts Due (the “Expedited Payroll Amounts Due”). | — | Removed |
| 10726 | User will ensure that any Expedited Payroll Amounts Due are promptly paid to Gusto via a payment method that Gusto, in its sole discretion, determines is acceptable. | — | Removed |
| 10727 | If User is liable for any Expedited Payroll Amounts Due or if Gusto has any reason to believe that User may be in violation of the Payroll Agreement, then Gusto may immediately revoke User’s eligibility for any Expedited Payroll Program. | — | Removed |
| 10728 | This provision shall not limit Gusto from exercising any other rights or remedies it may have under the Payroll Agreement to recover the Expedited Payroll Amounts Due. 13. | — | Removed |
| 10729 | ACH Transactions and Entries Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the NACHA Rules, and, with respect to credit Entries which constitute Payment Orders, the UCC, as both are varied by this Agreement. | — | Removed |
| 10730 | User acknowledges that User has had an opportunity to review, and agrees to comply with, and be bound by, the NACHA Rules and the UCC. | — | Removed |
| 10731 | Credit given by Gusto to User with respect to an ACH credit Entry is provisional until Gusto receives final settlement for such Entry through a Federal Reserve Bank. | — | Removed |
| 10732 | If Gusto does not receive such final settlement, User is hereby notified and agrees that Gusto is entitled to a refund from User in the amount credited to User in connection with such Entry, and the party making payment to User via such Entry (i.e., the Originator (as defined in the NACHA Rules) of the Entry) shall not be deemed to have paid User in the amount of such Entry. | — | Removed |
| 10733 | Upon User’s request, Gusto will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor User's request, and Gusto cannot guarantee that the Entry will be successfully reversed. | — | Removed |
| 10734 | User agrees to reimburse Gusto for any costs or expenses incurred in attempting to honor such a reversal request. | — | Removed |
| 10735 | If required under the NACHA Rules or the UCC, User must obtain a payee’s consent before attempting to reverse an Entry that was credited to such payee. | — | Removed |
| 10736 | By initiating a request to reverse an Entry that was credited to a payee, User represents and warrants to Gusto that it has already obtained the payee’s consent for the reversal, if such consent is required under the NACHA Rules or the UCC. | — | Removed |
| 10737 | Under the NACHA Rules, which are applicable to ACH transactions involving User’s Account, Gusto is not required to give next day notice to User of receipt of an ACH item and Gusto will not do so. | — | Removed |
| 10738 | However, Gusto will continue to inform User of the receipt of payments in the periodic Bank Account transaction history report that Gusto makes available to User in User’s Account. | — | Removed |
| 10739 | User acknowledges and understands that while User may not be notified via email of every Bank Account transaction initiated by Gusto in connection with the Payroll Service, User may view its Bank Account transaction information in User’s Account. | — | Removed |
| 10740 | User expressly acknowledges that Gusto does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the NACHA Rules. | — | Removed |
| 10741 | User represents and warrants that (i) the direct funding for the Entries originated by Gusto on behalf of User does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) User will not instruct Gusto to create, originate, or transmit Entries that use IAT as the Standard Entry Class Code (as defined in the NACHA Rules), or are otherwise required to be IATs under the NACHA Rules; and (iii) User will not engage in any act or omission that causes or results in Gusto creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. | — | Removed |
| 10742 | Gusto may, in its sole discretion, temporarily or permanently suspend providing the Payroll Service to User, without liability, if Gusto has reason to believe that User has breached any of the foregoing representations and warranties in this paragraph. | — | Removed |
| 10743 | User acknowledges that User is the Originator (as defined in the NACHA Rules) of each Entry and assumes the responsibilities of an Originator under the NACHA Rules. | — | Removed |
| 10744 | User further acknowledges that under the NACHA Rules and the UCC, Gusto, as a Third-Party Sender (as defined in the NACHA Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. | — | Removed |
| 10745 | User agrees to indemnify Gusto for any Claim which results, directly or indirectly, from a breach of such a warranty made by Gusto on behalf of User, unless such breach results solely from Gusto’s own gross negligence or intentional misconduct. | — | Removed |
| 10746 | User also acknowledges that under the NACHA Rules and the UCC, Gusto is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder. | — | Removed |
| 10747 | User agrees to indemnify Gusto for any Claims which result from the enforcement of such an indemnity, unless the enforcement results solely from Gusto’s own gross negligence or intentional misconduct. 14. | — | Removed |
| 10748 | Taxes; Liability In order to use the Payroll Service, User must submit accurate wage and payroll information to Gusto during and after the enrollment process. | — | Removed |
| 10749 | Gusto will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorized Representative supplies. | — | Removed |
| 10750 | Gusto shall only file tax returns on User's behalf once User has processed User's payroll through the Platform and the payroll has been paid out to the payees. | — | Removed |
| 10751 | User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Gusto. | — | Removed |
| 10752 | It is User's responsibility to submit complete, timely, and accurate information to Gusto in connection with the Payroll Service. | — | Removed |
| 10753 | Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. | — | Removed |
| 10754 | User further agrees to hold Gusto harmless from such liability. | — | Removed |
| 10755 | Gusto, at its option, may decide not to file User's payroll tax returns, pay User's payroll taxes, or otherwise process User's payroll if there are any unresolved problems with any information requested by Gusto or submitted by User, an Account Administrator, or an Authorized Representative. | — | Removed |
| 10756 | Gusto’s sole liability and User's sole remedy for Gusto’s negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) Gusto will remit the payroll taxes received from User to the appropriate taxing authority; and (ii) Gusto will reimburse User or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Gusto, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Gusto. | — | Removed |
| 10757 | Important Tax Information: Even though User has authorized a third party, such as Gusto, to file payroll tax returns and make payroll tax payments, ultimately, User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User’s employees. | — | Removed |
| 10758 | Gusto and the IRS recommend that User enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”), to monitor User’s IRS account and ensure that timely tax payments are being made for User. | — | Removed |
| 10759 | User may enroll in the EFTPS online at www.eftps.gov , or by calling (800) 555-4477 for an enrollment form. | — | Removed |
| 10760 | State tax authorities generally offer similar means to verify tax payments. | — | Removed |
| 10761 | User should contact the appropriate state offices directly for details. 15. | — | Removed |
| 10762 | Failed Direct Deposits In the event that a direct deposit payroll payment fails to be paid to the payee and Gusto cannot ultimately successfully make a payment on User's behalf to the payee, and the funds are returned to Gusto (“Unpaid Funds”), Gusto will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. | — | Removed |
| 10763 | In addition, Gusto will return the Unpaid Funds to User in accordance with Section 8 of these Payroll Terms. | — | Removed |
| 10764 | User, not Gusto, is required to contact payees and/or otherwise resolve the Unpaid Funds. | — | Removed |
| 10765 | User acknowledges that User is responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases Gusto from all liability and Claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. | — | Removed |
| 10766 | Gusto shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action by a state related to the Unpaid Funds under its unclaimed or abandoned property laws. | — | Removed |
| 10767 | User may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow Gusto to re-perform the direct deposit payroll payment on User's behalf. 16. | — | Removed |
| 10768 | Effect of Termination of the Payroll Service User acknowledges and understands that if User terminates the Payroll Service through User’s Account or Gusto terminates the Payroll Service pursuant to Section 22 (Term; Termination; Suspension) of the Gusto Terms, then such termination may not be reversible. | — | Removed |
| 10769 | In the event that User or Gusto terminates User’s Payroll Service, then as of the time of such termination, Gusto will have no obligation to make further payroll tax filings on User’s behalf. | — | Removed |
| 10770 | Notwithstanding the foregoing, if User or Gusto terminates the Payroll Service, User will be asked to make specific elections regarding whether it would like Gusto to make certain final payroll tax filings (such filings, the “Final Payroll Tax Filings”) on User’s behalf following such termination of the Payroll Service (such elections, the “Post-Termination Filing Elections”). | — | Removed |
| 10771 | If User does not provide Gusto with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then User authorizes Gusto to make the Post-Termination Filing Elections for User on User’s behalf (the “Gusto Selections”). | — | Removed |
| 10772 | User acknowledges and agrees that Gusto may rely on User’s Post-Termination Filing Elections and the Gusto Selections, and Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from such reliance; or (ii) any Resulting Errors, or any consequences or Claims arising (directly or indirectly) from any Resulting Errors, in the Final Payroll Tax Filings. 17. | — | Removed |
| 10773 | Consent to Share Certain Employee and Independent Contractor Information with Employer User acknowledges and understands that in providing the Payroll Service, Gusto acts as an intermediary between employers and their employees and/or independent contractors. | — | Removed |
| 10774 | If User is an employee or independent contractor, then User hereby authorizes Gusto to share with User’s employer any information that User has provided to Gusto in connection with the Payroll Service. | — | Removed |
| 10775 | Effective October 13th 2023 to October 19th 2023 Download Table of Contents Payroll Service Terms Last updated September 26, 2017 These Payroll Service Terms (these “Payroll Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Payroll Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Gusto’s website, www.gusto.com . | — | Removed |
| 10776 | These Payroll Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 10777 | Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 10778 | The Payroll Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 10779 | User is encouraged to read the Payroll Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 10780 | If User is agreeing to these Payroll Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Payroll Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 10781 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 10782 | By (i) clicking the applicable button to indicate User’s Service Plan choice, (ii) clicking the applicable button to indicate User’s acceptance of the Payroll Agreement, or (iii) accessing or using the Payroll Service, User accepts the Payroll Agreement, and User agrees, effective as of the date of such action, to be bound by the Payroll Agreement. 1. | — | Removed |
| 10783 | These Payroll Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 10784 | If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service. | — | Removed |
| 10785 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PAYROLL AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 10786 | Gusto’s Provision of the Payroll Service Is Governed by the Payroll Agreement Subject to the terms and conditions of the Payroll Agreement, Gusto agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Payroll Agreement. 3. | — | Removed |
| 10787 | Obligations Under the Gusto Terms In addition to the obligations specified in these Payroll Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Gusto provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Gusto’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the Payroll Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 10788 | Payroll Service Provided that User meets User’s payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, Gusto will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User’s business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. | — | Removed |
| 10789 | In performing the Payroll Service, including for each of the foregoing purposes, Gusto will rely on the information furnished by User, User’s Account Administrators, or User’s Authorized Representatives, and Gusto is not responsible or liable for any errors resulting from such reliance, as further described in Section 20 (Limitation of Liability) of the Gusto Terms. | — | Removed |
| 10790 | User may not use the Payroll Service on a professional basis for anyone other than User, unless User is actively participating in a Gusto accountant program, in which case User may use the Payroll Service in accordance with the terms of such program. | — | Removed |
| 10791 | Depending on the type of Payroll Service User requests, User may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Gusto provides to User, as required by law or as otherwise necessary to provide the Payroll Service. | — | Removed |
| 10792 | Prior to User’s initial payroll processing date, User must submit the completed and executed documents Gusto requires for providing the Payroll Service, including User’s payroll and bank account information, any required federal, state, or local powers of attorney, and any additional information requested by Gusto. | — | Removed |
| 10793 | The Payroll Service provided will be based on and is dependent upon information provided to Gusto by User (including proof of federal, state, and local tax identification numbers). | — | Removed |
| 10794 | Failure to provide the required documents may adversely impact Gusto’s ability to perform the Payroll Service. | — | Removed |
| 10795 | User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; and (iii) cancelling any prior payroll service or services of professional employee organizations/employee leasing companies. | — | Removed |
| 10796 | In performing the Payroll Service, User acknowledges and agrees that (i) Gusto is not acting in a fiduciary capacity for User and/or User’s business; (ii) using the Payroll Service does not relieve User of User’s obligations under local, state, or federal laws or regulations to retain records relating to User’s data contained in Gusto’s files; and (iii) any information that Gusto provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice. 5. | — | Removed |
| 10797 | Payroll Account An Account Administrator or Authorized Representative shall approve and submit the Payroll Information (as defined below), thereby authorizing Gusto to create and transmit credit or debit entries (the “Entries”) necessary to process User’s payroll and payroll tax transactions. 6. | — | Removed |
| 10798 | Payroll Information Gusto will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. | — | Removed |
| 10799 | User shall then, prior to submitting User’s first payroll, review the Payroll Information for completeness and accuracy. | — | Removed |
| 10800 | For the purposes of the Payroll Agreement, “Payroll Information” shall mean any information provided to Gusto in connection with the Payroll Service, including but not limited to information provided by User, Account Administrators, Authorized Representatives, User’s employees, or User’s independent contractors, and all information posted in connection with the Payroll Service for User’s review on the Platform or otherwise requested for review by Gusto, such as the information used to calculate and pay employee payroll, track User’s defined employee benefits, pay payroll taxes to applicable taxing agencies (including User’s employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W-2 statements, and print checks on User’s Account (if applicable). | — | Removed |
| 10801 | User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying Gusto in the manner specified in the applicable electronic communication received by User and within the time period specified therein. | — | Removed |
| 10802 | User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User’s Account Administrators or Authorized Representatives), and User is solely responsible for any Claims, including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times. | — | Removed |
| 10803 | User agrees that by submitting each payroll (including the first payroll): (i) User approves all Payroll Information; (ii) User represents and warrants to Gusto that no Payroll Information submitted to Gusto will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against Gusto arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User’s Account Administrators or Authorized Representatives) or has not requested Gusto to correct; and (iv) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. | — | Removed |
| 10804 | Final responsibility for any audits or assessments rests with User. | — | Removed |
| 10805 | Gusto will not have any responsibility for verifying the accuracy of any data User provides via the Platform or via any other method. | — | Removed |
| 10806 | User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to Gusto by User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Gusto may in its sole discretion refuse to accept or act upon any such instructions. | — | Removed |
| 10807 | Gusto, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Gusto under this Agreement in accordance with Gusto’s Privacy Policy . 7. | — | Removed |
| 10808 | Payroll Authorizations Gusto will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Gusto is either User, an Account Administrator, or an Authorized Representative. | — | Removed |
| 10809 | Gusto does not verify or review Payment Orders for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Payment Orders. | — | Removed |
| 10810 | User will be bound by any Payment Order that is received by Gusto in compliance with this designated authorization procedure, and User shall indemnify and hold Gusto and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures. | — | Removed |
| 10811 | If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) Gusto may, in its sole discretion, refuse to accept or may return the Payment Order. | — | Removed |
| 10812 | If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. | — | Removed |
| 10813 | If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee’s account, Gusto may, in its sole discretion, refuse to accept or may return the Payment Order. 8. | — | Removed |
| 10814 | Bank Account Debiting and Crediting On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes Gusto to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to Gusto (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User’s payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to Gusto; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. | — | Removed |
| 10815 | User also authorizes Gusto to initiate credit Entries to the Bank Account in the event that Gusto is required to return Unpaid Funds to User, as described in Section 15 of these Payroll Terms. | — | Removed |
| 10816 | These authorizations are to remain in full force and effect until Gusto has received written notice from User of termination of any such authorizations in such time and such manner as to afford Gusto and the Bank a reasonable opportunity to act upon such notice. | — | Removed |
| 10817 | Gusto is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 10818 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). 9. | — | Removed |
| 10819 | Requirements for Bank Account Funds User will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. | — | Removed |
| 10820 | User’s obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time Gusto originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. | — | Removed |
| 10821 | Gusto may set off any amounts User owes to it against any amounts it owes to User in order for Gusto to obtain payment of User’s obligations as set forth in the Payroll Agreement. | — | Removed |
| 10822 | If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Gusto will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and Gusto may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User’s sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Payroll Agreement. | — | Removed |
| 10823 | For any amounts due and unpaid, Gusto may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section 2 (Services Fees and Charges) of the Gusto Terms. 10. | — | Removed |
| 10824 | Certain User Agreements and Acknowledgments Amounts withdrawn from the Bank Account for payroll direct deposits and payroll taxes (“Payroll Funds”) will be held by Gusto in accounts at Gusto’s financial institutions (collectively, the “Payroll Account”) until such time as those payments are due to User’s employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. | — | Removed |
| 10825 | User acknowledges that Gusto is entitled to invest the Payroll Funds in accordance with its investment guidelines established from time to time, and that Gusto, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User’s employees, or any other person for such income or gains. | — | Removed |
| 10826 | In order to facilitate the timely payment of payroll direct deposits and payroll taxes, Gusto may pledge any investments held in the Payroll Account in connection with a loan, rather than convert such investments to cash for each tax payment. | — | Removed |
| 10827 | To the extent Gusto receives the Payroll Funds, Gusto shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by Gusto while holding the funds in its Payroll Account. | — | Removed |
| 10828 | If Gusto incurs losses on the investment of the Payroll Funds or uses the Payroll Funds for any other purpose, Gusto will make the required payroll direct deposits and payroll tax deposits on User’s behalf by using Gusto’s own funds or other assets. | — | Removed |
| 10829 | User acknowledges that no state or federal agency monitors or assumes any responsibility for Gusto’s financial solvency. | — | Removed |
| 10830 | Gusto calculates applicable payroll taxes in accordance with state requirements; however, due to differences in computational methods (e.g., rounding), it is possible that Gusto’s computation of User’s applicable taxes may deviate in a fractional manner from the amount charged by an applicable taxing authority (typically a difference of less than $0.10 per taxing authority per payroll). | — | Removed |
| 10831 | Sometimes, this will result in Gusto withdrawing slightly less than what ultimately is required to be remitted to the applicable taxing authority. | — | Removed |
| 10832 | In this case, User agrees that Gusto’s computation is correct, but Gusto will cover the difference on User’s behalf and will not seek additional funds from User. | — | Removed |
| 10833 | Sometimes, this will result in Gusto withdrawing slightly more than what ultimately is required to be remitted to the applicable taxing authority. | — | Removed |
| 10834 | In this case, User agrees that Gusto’s computation is correct, and that User is not entitled to a refund of or credit for the excess funds. | — | Removed |
| 10835 | In the event that Gusto erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the “Excess Credit Amount”), if any, then User shall promptly notify Gusto as soon as it becomes aware of such erroneous credit. | — | Removed |
| 10836 | User authorizes Gusto to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to Gusto through other payment methods that Gusto may deem acceptable at its sole discretion. 11. | — | Removed |
| 10837 | ACH Origination The Payroll Service will enable User to enter the Payroll Information and to approve and submit it to Gusto for creation, formatting, and transmission of Entries in accordance with the NACHA Rules and the UCC. | — | Removed |
| 10838 | Gusto may reject any Payroll Information or Entry which does not comply with the requirements in the Payroll Agreement, NACHA Rules, or the UCC, or with respect to which the Bank Account does not contain sufficient available funds to pay for the Entry. | — | Removed |
| 10839 | If any Payroll Information or Entry is rejected, Gusto will make a reasonable effort to notify User promptly so that User may correct such Payroll Information or request that Gusto correct the Entry and resubmit it. | — | Removed |
| 10840 | A notice of rejection of Payroll Information or an Entry (each, a “Rejection Notice”) will be effective when given and may be delivered through any means, including via email or through User's Account. | — | Removed |
| 10841 | Gusto will have no liability to User for (i) the rejection of any Payroll Information or Entry or any Claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, User with a Rejection Notice, or any Claims arising directly or indirectly therefrom. | — | Removed |
| 10842 | If User requests that Gusto correct any Payroll Information or Entries on User's behalf, Gusto may attempt to do so; provided, however, that Gusto is not obligated to make any requested correction, and Gusto is not liable for any Claims or other consequences that may directly or indirectly result from Gusto’s attempt to correct, or failure to correct, such Payroll Information or Entries. | — | Removed |
| 10843 | After the Payroll Information has been approved by an Account Administrator and submitted to Gusto for the purposes of initiating a payroll-related transaction (such action, to “Submit,” and Payroll Information that has been submitted in the foregoing manner, “Submitted Payroll Information”) and received by Gusto, User may not be able to cancel or amend such Submitted Payroll Information. | — | Removed |
| 10844 | Gusto will use reasonable efforts to act on any cancellation or amendment requests it receives from an Account Administrator prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. | — | Removed |
| 10845 | User will reimburse Gusto for any expenses, losses, fines, penalties, or damages Gusto may incur in effecting or attempting to effect such a request. | — | Removed |
| 10846 | Except for Entries created from Payroll Information that has been re-approved and re-Submitted by an Account Administrator in accordance with the requirements of the Payroll Agreement, Gusto will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Gusto complied with the terms of the Payroll Agreement with respect to the original Entry. 12. | — | Removed |
| 10847 | Payroll Processing Schedule Gusto will process the Submitted Payroll Information and Entries in accordance with Gusto’s then-current processing schedule applicable to User, provided that (i) the Submitted Payroll Information is received by Gusto no later than User's applicable cut-off time for Submitted Payroll Information on a business day; and (ii) the ACH is open for business on that business day. | — | Removed |
| 10848 | If Gusto receives approved and Submitted Payroll Information after the applicable cut-off time for Submitted Payroll Information on a given business day, or if Gusto receives the Submitted Payroll Information on a non-business day, Gusto will not be responsible for failure to process the Submitted Payroll Information on that day. | — | Removed |
| 10849 | If any of the requirements of clauses (i) or (ii) of this paragraph are not satisfied, Gusto will use reasonable efforts to process the Submitted Payroll Information and transmit the Entries to the ACH with the next regularly-scheduled file created by Gusto (which will only occur on a business day on which the ACH is open for business). | — | Removed |
| 10850 | Gusto’s standard processing time for payroll and contractor payments is four (4) business days, but if User qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of this paragraph, and subject to an Account Administrator approving and Submitting Payroll Information to Gusto, Gusto will process User’s payroll and contractor payments in less than four (4) business days. | — | Removed |
| 10851 | Whether User initially qualifies for or continues to qualify for Gusto’s Expedited Payroll Programs is at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to User. | — | Removed |
| 10852 | If Gusto processes User’s payroll and/or contractor payments through an Expedited Payroll Program and the Bank Account has insufficient funds to cover such Amounts Due for such payroll and/or contractor payments, or the Bank otherwise rejects the portions of the ACH files originated by Gusto that relate to Entries for such Amounts Due, then User will owe, and be liable to Gusto for, such Amounts Due (the “Expedited Payroll Amounts Due”). | — | Removed |
| 10853 | User will ensure that any Expedited Payroll Amounts Due are promptly paid to Gusto via a payment method that Gusto, in its sole discretion, determines is acceptable. | — | Removed |
| 10854 | If User is liable for any Expedited Payroll Amounts Due or if Gusto has any reason to believe that User may be in violation of the Payroll Agreement, then Gusto may immediately revoke User’s eligibility for any Expedited Payroll Program. | — | Removed |
| 10855 | This provision shall not limit Gusto from exercising any other rights or remedies it may have under the Payroll Agreement to recover the Expedited Payroll Amounts Due. 13. | — | Removed |
| 10856 | ACH Transactions and Entries Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the NACHA Rules, and, with respect to credit Entries which constitute Payment Orders, the UCC, as both are varied by this Agreement. | — | Removed |
| 10857 | User acknowledges that User has had an opportunity to review, and agrees to comply with, and be bound by, the NACHA Rules and the UCC. | — | Removed |
| 10858 | Credit given by Gusto to User with respect to an ACH credit Entry is provisional until Gusto receives final settlement for such Entry through a Federal Reserve Bank. | — | Removed |
| 10859 | If Gusto does not receive such final settlement, User is hereby notified and agrees that Gusto is entitled to a refund from User in the amount credited to User in connection with such Entry, and the party making payment to User via such Entry (i.e., the Originator (as defined in the NACHA Rules) of the Entry) shall not be deemed to have paid User in the amount of such Entry. | — | Removed |
| 10860 | Upon User’s request, Gusto will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor User's request, and Gusto cannot guarantee that the Entry will be successfully reversed. | — | Removed |
| 10861 | User agrees to reimburse Gusto for any costs or expenses incurred in attempting to honor such a reversal request. | — | Removed |
| 10862 | If required under the NACHA Rules or the UCC, User must obtain a payee’s consent before attempting to reverse an Entry that was credited to such payee. | — | Removed |
| 10863 | By initiating a request to reverse an Entry that was credited to a payee, User represents and warrants to Gusto that it has already obtained the payee’s consent for the reversal, if such consent is required under the NACHA Rules or the UCC. | — | Removed |
| 10864 | Under the NACHA Rules, which are applicable to ACH transactions involving User’s Account, Gusto is not required to give next day notice to User of receipt of an ACH item and Gusto will not do so. | — | Removed |
| 10865 | However, Gusto will continue to inform User of the receipt of payments in the periodic Bank Account transaction history report that Gusto makes available to User in User’s Account. | — | Removed |
| 10866 | User acknowledges and understands that while User may not be notified via email of every Bank Account transaction initiated by Gusto in connection with the Payroll Service, User may view its Bank Account transaction information in User’s Account. | — | Removed |
| 10867 | User expressly acknowledges that Gusto does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the NACHA Rules. | — | Removed |
| 10868 | User represents and warrants that (i) the direct funding for the Entries originated by Gusto on behalf of User does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) User will not instruct Gusto to create, originate, or transmit Entries that use IAT as the Standard Entry Class Code (as defined in the NACHA Rules), or are otherwise required to be IATs under the NACHA Rules; and (iii) User will not engage in any act or omission that causes or results in Gusto creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. | — | Removed |
| 10869 | Gusto may, in its sole discretion, temporarily or permanently suspend providing the Payroll Service to User, without liability, if Gusto has reason to believe that User has breached any of the foregoing representations and warranties in this paragraph. | — | Removed |
| 10870 | User acknowledges that User is the Originator (as defined in the NACHA Rules) of each Entry and assumes the responsibilities of an Originator under the NACHA Rules. | — | Removed |
| 10871 | User further acknowledges that under the NACHA Rules and the UCC, Gusto, as a Third-Party Sender (as defined in the NACHA Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. | — | Removed |
| 10872 | User agrees to indemnify Gusto for any Claim which results, directly or indirectly, from a breach of such a warranty made by Gusto on behalf of User, unless such breach results solely from Gusto’s own gross negligence or intentional misconduct. | — | Removed |
| 10873 | User also acknowledges that under the NACHA Rules and the UCC, Gusto is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder. | — | Removed |
| 10874 | User agrees to indemnify Gusto for any Claims which result from the enforcement of such an indemnity, unless the enforcement results solely from Gusto’s own gross negligence or intentional misconduct. 14. | — | Removed |
| 10875 | Taxes; Liability In order to use the Payroll Service, User must submit accurate wage and payroll information to Gusto during and after the enrollment process. | — | Removed |
| 10876 | Gusto will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that User, an Account Administrator, or an Authorized Representative supplies. | — | Removed |
| 10877 | Gusto shall only file tax returns on User's behalf once User has processed User's payroll through the Platform and the payroll has been paid out to the payees. | — | Removed |
| 10878 | User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Gusto. | — | Removed |
| 10879 | It is User's responsibility to submit complete, timely, and accurate information to Gusto in connection with the Payroll Service. | — | Removed |
| 10880 | Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. | — | Removed |
| 10881 | User further agrees to hold Gusto harmless from such liability. | — | Removed |
| 10882 | Gusto, at its option, may decide not to file User's payroll tax returns, pay User's payroll taxes, or otherwise process User's payroll if there are any unresolved problems with any information requested by Gusto or submitted by User, an Account Administrator, or an Authorized Representative. | — | Removed |
| 10883 | Gusto’s sole liability and User's sole remedy for Gusto’s negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) Gusto will remit the payroll taxes received from User to the appropriate taxing authority; and (ii) Gusto will reimburse User or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Gusto, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Gusto. | — | Removed |
| 10884 | Important Tax Information: Even though User has authorized a third party, such as Gusto, to file payroll tax returns and make payroll tax payments, ultimately, User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User’s employees. | — | Removed |
| 10885 | Gusto and the IRS recommend that User enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”), to monitor User’s IRS account and ensure that timely tax payments are being made for User. | — | Removed |
| 10886 | User may enroll in the EFTPS online at www.eftps.gov , or by calling (800) 555-4477 for an enrollment form. | — | Removed |
| 10887 | State tax authorities generally offer similar means to verify tax payments. | — | Removed |
| 10888 | User should contact the appropriate state offices directly for details. 15. | — | Removed |
| 10889 | Failed Direct Deposits In the event that a direct deposit payroll payment fails to be paid to the payee and Gusto cannot ultimately successfully make a payment on User's behalf to the payee, and the funds are returned to Gusto (“Unpaid Funds”), Gusto will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. | — | Removed |
| 10890 | In addition, Gusto will return the Unpaid Funds to User in accordance with Section 8 of these Payroll Terms. | — | Removed |
| 10891 | User, not Gusto, is required to contact payees and/or otherwise resolve the Unpaid Funds. | — | Removed |
| 10892 | User acknowledges that User is responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases Gusto from all liability and Claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. | — | Removed |
| 10893 | Gusto shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action by a state related to the Unpaid Funds under its unclaimed or abandoned property laws. | — | Removed |
| 10894 | User may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow Gusto to re-perform the direct deposit payroll payment on User's behalf. 16. | — | Removed |
| 10895 | Effect of Termination of the Payroll Service User acknowledges and understands that if User terminates the Payroll Service through User’s Account or Gusto terminates the Payroll Service pursuant to Section 22 (Term; Termination; Suspension) of the Gusto Terms, then such termination may not be reversible. | — | Removed |
| 10896 | In the event that User or Gusto terminates User’s Payroll Service, then as of the time of such termination, Gusto will have no obligation to make further payroll tax filings on User’s behalf. | — | Removed |
| 10897 | Notwithstanding the foregoing, if User or Gusto terminates the Payroll Service, User will be asked to make specific elections regarding whether it would like Gusto to make certain final payroll tax filings (such filings, the “Final Payroll Tax Filings”) on User’s behalf following such termination of the Payroll Service (such elections, the “Post-Termination Filing Elections”). | — | Removed |
| 10898 | If User does not provide Gusto with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then User authorizes Gusto to make the Post-Termination Filing Elections for User on User’s behalf (the “Gusto Selections”). | — | Removed |
| 10899 | User acknowledges and agrees that Gusto may rely on User’s Post-Termination Filing Elections and the Gusto Selections, and Gusto is not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from such reliance; or (ii) any Resulting Errors, or any consequences or Claims arising (directly or indirectly) from any Resulting Errors, in the Final Payroll Tax Filings. 17. | — | Removed |
| 10900 | Consent to Share Certain Employee and Independent Contractor Information with Employer User acknowledges and understands that in providing the Payroll Service, Gusto acts as an intermediary between employers and their employees and/or independent contractors. | — | Removed |
| 10901 | If User is an employee or independent contractor, then User hereby authorizes Gusto to share with User’s employer any information that User has provided to Gusto in connection with the Payroll Service. | — | Removed |
| 10902 | Health Insurance Benefits Service Terms Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective October 19th 2023 Download Table of Contents Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 10903 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 10904 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 10905 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 10906 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 10907 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 10908 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 10909 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 10910 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 10911 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 10912 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 10913 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 10914 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 10915 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 10916 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 10917 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 10918 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 10919 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 10920 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 10921 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 10922 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 10923 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 10924 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 10925 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 10926 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 10927 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 10928 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 10929 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 10930 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 10931 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 10932 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 10933 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 10934 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 10935 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 10936 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 10937 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 10938 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 10939 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 10940 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 10941 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 10942 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 10943 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 10944 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 10945 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 10946 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 10947 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 10948 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 10949 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 10950 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 10951 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 10952 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 10953 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 10954 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 10955 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 10956 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 10957 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 10958 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 10959 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 10960 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 10961 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 10962 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 10963 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 10964 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 10965 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 10966 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 10967 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 10968 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 10969 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 10970 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 10971 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 10972 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 10973 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 10974 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 10975 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 10976 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 10977 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 10978 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 10979 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 10980 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 10981 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 10982 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 10983 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 10984 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 10985 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 10986 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 10987 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 10988 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 10989 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 10990 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 10991 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 10992 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 10993 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 10994 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 10995 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 10996 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 10997 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 10998 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 10999 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 11000 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 11001 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 11002 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11003 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 11004 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 11005 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 11006 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 11007 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 11008 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 11009 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 11010 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 11011 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 11012 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 11013 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 11014 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 11015 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 11016 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 11017 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 11018 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 11019 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 11020 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 11021 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 11022 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 11023 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 11024 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 11025 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 11026 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 11027 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 11028 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 11029 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 11030 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 11031 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 11032 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 11033 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 11034 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 11035 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 11036 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 11037 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 11038 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 11039 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 11040 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 11041 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 11042 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 11043 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 11044 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 11045 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 11046 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 11047 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11048 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 11049 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 11050 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 11051 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 11052 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 11053 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 11054 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 11055 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 11056 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 11057 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 11058 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 11059 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 11060 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 11061 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 11062 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 11063 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 11064 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 11065 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 11066 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 11067 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 11068 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 11069 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 11070 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 11071 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 11072 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 11073 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 11074 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 11075 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 11076 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 11077 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 11078 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 11079 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 11080 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 11081 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 11082 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 11083 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 11084 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 11085 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 11086 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 11087 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 11088 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 11089 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 11090 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 11091 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 11092 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11093 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 11094 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 11095 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 11096 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 11097 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 11098 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 11099 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 11100 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 11101 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 11102 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 11103 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 11104 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 11105 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 11106 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 11107 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 11108 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 11109 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 11110 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 11111 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 11112 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 11113 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 11114 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 11115 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 11116 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 11117 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 11118 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 11119 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 11120 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 11121 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 11122 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 11123 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 11124 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 11125 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 11126 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 11127 | Effective October 17th 2023 to October 19th 2023 Download Table of Contents Health Insurance Benefits Service Terms Last updated September 26, 2017 These Health Insurance Benefits Service Terms (these “ Benefits Terms ”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ Benefits Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“ Gusto Insurance ”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “ Insurance Plan ” and collectively, the “ Insurance Plans ”) offered by health insurance companies (the “ Benefits Provider ” and collectively, the “ Benefits Providers ”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com (such service, the “ Benefits Service ”). | — | Removed |
| 11128 | These Benefits Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 11129 | Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 11130 | The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. | — | Removed |
| 11131 | User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 11132 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Benefits Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 11133 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 11134 | By clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms. 1. | — | Removed |
| 11135 | These Benefits Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 11136 | If the terms and conditions of these Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service. | — | Removed |
| 11137 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11138 | Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement. 3. | — | Removed |
| 11139 | Obligations Under the Gusto Terms In addition to the obligations specified in these Benefits Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 11140 | Benefits Service Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “ Benefits Administrator ”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums. | — | Removed |
| 11141 | For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates. | — | Removed |
| 11142 | User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. | — | Removed |
| 11143 | User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers. | — | Removed |
| 11144 | Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. | — | Removed |
| 11145 | Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “ Gusto Insurance Brokers ”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. | — | Removed |
| 11146 | No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. | — | Removed |
| 11147 | Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. | — | Removed |
| 11148 | Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page . | — | Removed |
| 11149 | Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. | — | Removed |
| 11150 | User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. | — | Removed |
| 11151 | User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. | — | Removed |
| 11152 | The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection. | — | Removed |
| 11153 | As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “ Benefits Guidance ”). | — | Removed |
| 11154 | In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control. | — | Removed |
| 11155 | Gusto Insurance is not a Benefits Provider. | — | Removed |
| 11156 | As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. | — | Removed |
| 11157 | Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. | — | Removed |
| 11158 | As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. | — | Removed |
| 11159 | The decision to accept any such Insurance Plan is made solely by the User. | — | Removed |
| 11160 | User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. | — | Removed |
| 11161 | User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. | — | Removed |
| 11162 | User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. | — | Removed |
| 11163 | User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. | — | Removed |
| 11164 | User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. | — | Removed |
| 11165 | Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result. 5. | — | Removed |
| 11166 | COBRA and State Continuation Coverage Administration Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“ Former Employee ”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. | — | Removed |
| 11167 | Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected] . | — | Removed |
| 11168 | While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information. | — | Removed |
| 11169 | Gusto Insurance uses a Third-Party Service to administer COBRA. | — | Removed |
| 11170 | Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service. 6. | — | Removed |
| 11171 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN. | — | Removed |
| 11172 | International Contractor Payments Service Terms Version Version 13.0 (Current) Version 12.0 Version 11.0 Version 10.0 Version 9.0 Version 8.5 Version 8.4 Version 8.3 Version 8.2 Version 8.1 Version 8.0 Version 7.0 Version 6.0 Version 5.0 Version 4.1 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective November 3rd 2025 Download Table of Contents Last Updated: November 3, 2025 These Gusto International Contractor Payments Service Terms (the “ ICP Service Terms ”), together with the Employer Terms of Service (available at gusto.com/legal/terms) (“ Employer Terms ”) and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) (“ Payroll Terms ”) (collectively the “ Agreement ”) set out the terms under which Gusto, Inc. | — | Removed |
| 11173 | (“ Gusto ”) will provide eligible customers (each, a “ Customer ”) the ability to process payments to independent contractors who are non-United States citizens, have a permanent residence outside the United States, and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” or “Recipient” and each payment, an “ International Contractor Payment ”) (the “ ICP Service ”). | — | Removed |
| 11174 | If these ICP Service Terms conflict with the Employer Terms or Payroll Terms, the ICP Service Terms will control with respect to the ICP Services. | — | Removed |
| 11175 | International Contractors are bound by these ICP Service Terms and the Employer Terms solely in their capacity as payment recipients. | — | Removed |
| 11176 | These ICP Service Terms are “Additional Terms” under the Employer Terms. | — | Removed |
| 11177 | Undefined capitalized terms have the meanings given in the Employer Terms or Payroll Terms. | — | Removed |
| 11178 | By accepting these terms, initiating a payment to an International Contractor, or onboarding as an International Contractor, you represent that you are authorized to bind Customer or yourself as an International Contractor and that you agree to these ICP Service Terms as of the date of such action (“ Effective Date ”). | — | Removed |
| 11179 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 11180 | International Contractor Payments Service Gusto will use commercially reasonable efforts to provide the ICP Service, provided that Customer and International Contractor meet their obligations under this Agreement. | — | Removed |
| 11181 | The primary features of the ICP Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening as described in Section 6 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process payments to International Contractors on the Gusto Platform. | — | Removed |
| 11182 | Gusto reserves the right to add, modify, or discontinue any features of the ICP Service. | — | Removed |
| 11183 | The ICP Service does not include: (a) payments to contractors not residing and performing work in eligible countries; (b) employment law guidance on contractor classification; or (c) tax guidance on withholding or reporting. | — | Removed |
| 11184 | Information Gusto provides is for informational purposes only and is not legal, tax, or accounting advice. | — | Removed |
| 11185 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11186 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11187 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 6, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11188 | Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the Recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 2. | — | Removed |
| 11189 | Third-Party Services Gusto partners with certain Third-Party Services in order to provide the ICP Service. | — | Removed |
| 11190 | By using the ICP Service, Customer authorizes Gusto to share personal information with Third-Party Services as described in Gusto’s Privacy Notice . | — | Removed |
| 11191 | Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11192 | Third-Party Services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11193 | Gusto may modify this list of Third-Party Services at any time. | — | Removed |
| 11194 | Continued use of the ICP Service after notification of changes constitutes acceptance of the modified terms. | — | Removed |
| 11195 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Nium Terms and Conditions Privacy Policy Zerohash Terms and Conditions Privacy Policy 3. | — | Removed |
| 11196 | Restricted Activities Customer and International Contractor will not use the ICP Service for any activities that violate any law or regulation or for any transactions involving (a) controlled substances, drug paraphernalia, tobacco, or other products that present a risk to consumer safety; (b) items that encourage illegal activity; (c) stolen goods; (d) the promotion of hate, violence, discrimination, or the financial exploitation of a crime; (e) obscene or pornographic materials; (f) items that infringe intellectual property or privacy rights; (g) sexually oriented materials or services; (h) firearms, ammunition, weapons, or related accessories; (i) disclosure of personal information of third parties in violation of applicable law; (j) pyramid schemes, Ponzi schemes, or fraudulent investment programs; (k) annuities, lottery contracts, offshore banking, or credit card debt refinancing; (l) pre-sale of items not in seller's possession; (m) payment processing on behalf of third-party merchants; (n) money orders, traveler's checks, currency exchanges, or check cashing; (o) credit repair, debt settlement, or unregulated financial services; (p) bribery or corruption; or (q) sales of products or services identified by government agencies as likely fraudulent, or with sanctioned entities or individuals. 4. | — | Removed |
| 11197 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms, Customer authorizes Gusto and any applicable Third-Party Services listed in Section 2 of these ICP Service Terms, to initiate debit Entries to the Bank Account or such other Customer funding sources as Gusto may make available from time to time, in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the ICP Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11198 | Gusto and its Third-Party Services are not responsible for determining whether the funding sources or bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11199 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 5. | — | Removed |
| 11200 | Currency Conversion Payments requiring conversion will be processed using applicable conversion rates determined at or around the time of payment processing. | — | Removed |
| 11201 | Customer acknowledges that conversion rates may fluctuate over time and may change due to market conditions, volatility, processing costs, Third-Party Service fees, and other economic factors. | — | Removed |
| 11202 | Market volatility or other factors may cause payment processing delays, including but not limited to: (i) sanctions screening or other eligibility processes; (ii) International Contractor financial institution issues; or (iii) other factors communicated by Gusto. | — | Removed |
| 11203 | In such cases, a different conversion rate may apply. | — | Removed |
| 11204 | Gusto may implement minimum payment thresholds that vary by jurisdiction and may be updated periodically. | — | Removed |
| 11205 | Once submitted, payments cannot be modified or deleted after the applicable cutoff time. | — | Removed |
| 11206 | Customer must carefully review all payment information before submission, including International Contractor details and amounts. | — | Removed |
| 11207 | Incorrect information may result in payment forfeiture if funds are routed incorrectly. 6. | — | Removed |
| 11208 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the ICP Service, the recipient of any payment must: (i) be classified as an independent contractor under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform work in an eligible country; (iv) provide required personal information including full legal name, business information (if applicable), date of birth, permanent residence, mailing address, foreign tax ID, and bank account details; and (v) successfully complete identity verification, fraud protection, and sanctions screening by Gusto and Third-Party Services. | — | Removed |
| 11209 | Recipients who fail sanctions or eligibility screening cannot receive payments through the ICP Service. | — | Removed |
| 11210 | Additional information may be requested to complete screening processes. 7. | — | Removed |
| 11211 | Provision and Certification of Required United States Tax Forms International Contractors must complete and upload an accurate United States Tax Forms as applicable, including Internal Revenue Service (IRS) Form W-8BEN or W-8BEN-E to the Gusto Platform. | — | Removed |
| 11212 | Recipients should carefully review the applicable form instructions before completion. | — | Removed |
| 11213 | Submitted tax forms cannot be modified on the Gusto Platform. | — | Removed |
| 11214 | Recipients requiring amendments must work directly with Customer to provide updated tax forms. | — | Removed |
| 11215 | Customer is responsible for ensuring all tax form information remains accurate and current. 8. | — | Removed |
| 11216 | Service Fees Customer’s obligations under the Employer Terms and Payroll Terms, including but not limited to the payment obligations under Section 10 of the Employer Terms, apply to ICP Service Fees. | — | Removed |
| 11217 | Customer acknowledges and agrees that all fees and markups (including Third-Party Service fees) are non-refundable once charged, even if payments fail due to recipient ineligibility, incorrect information, circumstances beyond Gusto’s control, or third-party acts or omissions. | — | Removed |
| 11218 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11219 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11220 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11221 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 9. | — | Removed |
| 11222 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the ICP Service (collectively, the “Applicable Laws”). | — | Removed |
| 11223 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the ICP Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11224 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11225 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 11226 | Modifications Gusto may modify or discontinue the ICP Service or this Agreement at any time. | — | Removed |
| 11227 | Modifications will be communicated through the Gusto Platform or electronic notice. | — | Removed |
| 11228 | Continued use of the ICP Service after notification constitutes acceptance of the modified Agreement. | — | Removed |
| 11229 | If Customer does not accept modifications, Customer must discontinue use of the ICP Service. 11. | — | Removed |
| 11230 | Term and Termination This Agreement begins on the Effective Date and continues for as long as Customer or International Contractor uses the ICP Service, unless earlier terminated in accordance with this Section 11. | — | Removed |
| 11231 | Gusto reserves the right to suspend, restrict, or terminate Customer’s or International Contractor’s access to the ICP Service, with or without notice, if we believe that you have or are likely to violate this Agreement or Applicable Laws, or if your use of the ICP Service could cause harm to Gusto, our users, or any third party. 12. | — | Removed |
| 11232 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the ICP Service; (ii) any information obtained from or relied upon as a result of the ICP Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the ICP Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure accurate and/or up to date tax forms have been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Laws. 13. | — | Removed |
| 11233 | Data Privacy By using the ICP Service, Customer authorizes Gusto to share with Third-Party Services (as described in Section 2) any personal data or personal information necessary to transmit payments to International Contractors, including contact information, banking information, and information required for Sanctions Screening and for Customer to hire and/or pay International Contractor via the ICP Service. | — | Removed |
| 11234 | The processing of this personal data and/or information is governed by Gusto’s Privacy Notice. | — | Removed |
| 11235 | Customer is independently responsible for compliance with any and all applicable privacy laws and regulations as they use the ICP Service. | — | Removed |
| 11236 | Effective October 29th 2025 to November 3rd 2025 Download Table of Contents Last Updated: October 29, 2025 These Gusto International Contractor Payments Service Terms (the “ ICP Service Terms ”), together with the Employer Terms of Service (available at gusto.com/legal/terms) (“ Employer Terms ”) and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) (“ Payroll Terms ”) (collectively the “ Agreement ”) set out the terms under which Gusto, Inc. | — | Removed |
| 11237 | (“ Gusto ”) will provide eligible customers (each, a “ Customer ”) the ability to process payments to independent contractors who are non-United States citizens, have a permanent residence outside the United States, and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” or “Recipient” and each payment, an “ International Contractor Payment ”) (the “ ICP Service ”). | — | Removed |
| 11238 | If these ICP Service Terms conflict with the Employer Terms or Payroll Terms, the ICP Service Terms will control with respect to the ICP Services. | — | Removed |
| 11239 | International Contractors are bound by these ICP Service Terms and the Employer Terms solely in their capacity as payment recipients. | — | Removed |
| 11240 | These ICP Service Terms are “Additional Terms” under the Employer Terms. | — | Removed |
| 11241 | Undefined capitalized terms have the meanings given in the Employer Terms or Payroll Terms. | — | Removed |
| 11242 | By accepting these terms, initiating a payment to an International Contractor, or onboarding as an International Contractor, you represent that you are authorized to bind Customer or yourself as an International Contractor and that you agree to these ICP Service Terms as of the date of such action (“ Effective Date ”). | — | Removed |
| 11243 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 11244 | International Contractor Payments Service Gusto will use commercially reasonable efforts to provide the ICP Service, provided that Customer and International Contractor meet their obligations under this Agreement. | — | Removed |
| 11245 | The primary features of the ICP Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening as described in Section 6 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process payments to International Contractors on the Gusto Platform. | — | Removed |
| 11246 | Gusto reserves the right to add, modify, or discontinue any features of the ICP Service. | — | Removed |
| 11247 | The ICP Service does not include: (a) payments to contractors not residing and performing work in eligible countries; (b) employment law guidance on contractor classification; or (c) tax guidance on withholding or reporting. | — | Removed |
| 11248 | Information Gusto provides is for informational purposes only and is not legal, tax, or accounting advice. | — | Removed |
| 11249 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11250 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11251 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 6, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11252 | Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the Recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 2. | — | Removed |
| 11253 | Third-Party Services Gusto partners with certain Third-Party Services in order to provide the ICP Service. | — | Removed |
| 11254 | By using the ICP Service, Customer authorizes Gusto to share personal information with Third-Party Services as described in Gusto’s Privacy Notice . | — | Removed |
| 11255 | Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11256 | Third-Party Services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11257 | Gusto may modify this list of Third-Party Services at any time. | — | Removed |
| 11258 | Continued use of the ICP Service after notification of changes constitutes acceptance of the modified terms. | — | Removed |
| 11259 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Nium Terms and Conditions Privacy Policy Zerohash Sender Terms Recipient Terms Privacy Policy 3. | — | Removed |
| 11260 | Restricted Activities Customer and International Contractor will not use the ICP Service for any activities that violate any law or regulation or for any transactions involving (a) controlled substances, drug paraphernalia, tobacco, or other products that present a risk to consumer safety; (b) items that encourage illegal activity; (c) stolen goods; (d) the promotion of hate, violence, discrimination, or the financial exploitation of a crime; (e) obscene or pornographic materials; (f) items that infringe intellectual property or privacy rights; (g) sexually oriented materials or services; (h) firearms, ammunition, weapons, or related accessories; (i) disclosure of personal information of third parties in violation of applicable law; (j) pyramid schemes, Ponzi schemes, or fraudulent investment programs; (k) annuities, lottery contracts, offshore banking, or credit card debt refinancing; (l) pre-sale of items not in seller's possession; (m) payment processing on behalf of third-party merchants; (n) money orders, traveler's checks, currency exchanges, or check cashing; (o) credit repair, debt settlement, or unregulated financial services; (p) bribery or corruption; or (q) sales of products or services identified by government agencies as likely fraudulent, or with sanctioned entities or individuals. 4. | — | Removed |
| 11261 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms, Customer authorizes Gusto and any applicable Third-Party Services listed in Section 2 of these ICP Service Terms, to initiate debit Entries to the Bank Account or such other Customer funding sources as Gusto may make available from time to time, in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the ICP Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11262 | Gusto and its Third-Party Services are not responsible for determining whether the funding sources or bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11263 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 5. | — | Removed |
| 11264 | Currency Conversion Payments requiring conversion will be processed using applicable conversion rates determined at or around the time of payment processing. | — | Removed |
| 11265 | Customer acknowledges that conversion rates may fluctuate over time and may change due to market conditions, volatility, processing costs, Third-Party Service fees, and other economic factors. | — | Removed |
| 11266 | Market volatility or other factors may cause payment processing delays, including but not limited to: (i) sanctions screening or other eligibility processes; (ii) International Contractor financial institution issues; or (iii) other factors communicated by Gusto. | — | Removed |
| 11267 | In such cases, a different conversion rate may apply. | — | Removed |
| 11268 | Gusto may implement minimum payment thresholds that vary by jurisdiction and may be updated periodically. | — | Removed |
| 11269 | Once submitted, payments cannot be modified or deleted after the applicable cutoff time. | — | Removed |
| 11270 | Customer must carefully review all payment information before submission, including International Contractor details and amounts. | — | Removed |
| 11271 | Incorrect information may result in payment forfeiture if funds are routed incorrectly. 6. | — | Removed |
| 11272 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the ICP Service, the recipient of any payment must: (i) be classified as an independent contractor under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform work in an eligible country; (iv) provide required personal information including full legal name, business information (if applicable), date of birth, permanent residence, mailing address, foreign tax ID, and bank account details; and (v) successfully complete identity verification, fraud protection, and sanctions screening by Gusto and Third-Party Services. | — | Removed |
| 11273 | Recipients who fail sanctions or eligibility screening cannot receive payments through the ICP Service. | — | Removed |
| 11274 | Additional information may be requested to complete screening processes. 7. | — | Removed |
| 11275 | Provision and Certification of Required United States Tax Forms International Contractors must complete and upload an accurate United States Tax Forms as applicable, including Internal Revenue Service (IRS) Form W-8BEN or W-8BEN-E to the Gusto Platform. | — | Removed |
| 11276 | Recipients should carefully review the applicable form instructions before completion. | — | Removed |
| 11277 | Submitted tax forms cannot be modified on the Gusto Platform. | — | Removed |
| 11278 | Recipients requiring amendments must work directly with Customer to provide updated tax forms. | — | Removed |
| 11279 | Customer is responsible for ensuring all tax form information remains accurate and current. 8. | — | Removed |
| 11280 | Service Fees Customer’s obligations under the Employer Terms and Payroll Terms, including but not limited to the payment obligations under Section 10 of the Employer Terms, apply to ICP Service Fees. | — | Removed |
| 11281 | Customer acknowledges and agrees that all fees and markups (including Third-Party Service fees) are non-refundable once charged, even if payments fail due to recipient ineligibility, incorrect information, circumstances beyond Gusto’s control, or third-party acts or omissions. | — | Removed |
| 11282 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11283 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11284 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11285 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 9. | — | Removed |
| 11286 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the ICP Service (collectively, the “Applicable Laws”). | — | Removed |
| 11287 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the ICP Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11288 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11289 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 11290 | Modifications Gusto may modify or discontinue the ICP Service or this Agreement at any time. | — | Removed |
| 11291 | Modifications will be communicated through the Gusto Platform or electronic notice. | — | Removed |
| 11292 | Continued use of the ICP Service after notification constitutes acceptance of the modified Agreement. | — | Removed |
| 11293 | If Customer does not accept modifications, Customer must discontinue use of the ICP Service. 11. | — | Removed |
| 11294 | Term and Termination This Agreement begins on the Effective Date and continues for as long as Customer or International Contractor uses the ICP Service, unless earlier terminated in accordance with this Section 11. | — | Removed |
| 11295 | Gusto reserves the right to suspend, restrict, or terminate Customer’s or International Contractor’s access to the ICP Service, with or without notice, if we believe that you have or are likely to violate this Agreement or Applicable Laws, or if your use of the ICP Service could cause harm to Gusto, our users, or any third party. 12. | — | Removed |
| 11296 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the ICP Service; (ii) any information obtained from or relied upon as a result of the ICP Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the ICP Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure accurate and/or up to date tax forms have been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Laws. 13. | — | Removed |
| 11297 | Data Privacy By using the ICP Service, Customer authorizes Gusto to share with Third-Party Services (as described in Section 2) any personal data or personal information necessary to transmit payments to International Contractors, including contact information, banking information, and information required for Sanctions Screening and for Customer to hire and/or pay International Contractor via the ICP Service. | — | Removed |
| 11298 | The processing of this personal data and/or information is governed by Gusto’s Privacy Notice. | — | Removed |
| 11299 | Customer is independently responsible for compliance with any and all applicable privacy laws and regulations as they use the ICP Service. | — | Removed |
| 11300 | Effective October 29th 2025 to October 29th 2025 Download Table of Contents Last Updated: October 29, 2025 These Gusto International Contractor Payments Service Terms (the “ ICP Service Terms ”), together with the Employer Terms of Service (available at gusto.com/legal/terms) (“ Employer Terms ”) and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) (“ Payroll Terms ”) (collectively the “ Agreement ”) set out the terms under which Gusto, Inc. | — | Removed |
| 11301 | (“ Gusto ”) will provide eligible customers (each, a “ Customer ”) the ability to process payments to independent contractors who are non-United States citizens, have a permanent residence outside the United States, and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” or “Recipient” and each payment, an “ International Contractor Payment ”) (the “ ICP Service ”). | — | Removed |
| 11302 | If these ICP Service Terms conflict with the Employer Terms or Payroll Terms, the ICP Service Terms will control with respect to the ICP Services. | — | Removed |
| 11303 | International Contractors are bound by these ICP Service Terms and the Employer Terms solely in their capacity as payment recipients. | — | Removed |
| 11304 | These ICP Service Terms are “Additional Terms” under the Employer Terms. | — | Removed |
| 11305 | Undefined capitalized terms have the meanings given in the Employer Terms or Payroll Terms. | — | Removed |
| 11306 | By accepting these terms, initiating a payment to an International Contractor, or onboarding as an International Contractor, you represent that you are authorized to bind Customer or yourself as an International Contractor and that you agree to these ICP Service Terms as of the date of such action (“ Effective Date ”). | — | Removed |
| 11307 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 11308 | International Contractor Payments Service Gusto will use commercially reasonable efforts to provide the ICP Service, provided that Customer and International Contractor meet their obligations under this Agreement. | — | Removed |
| 11309 | The primary features of the ICP Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening as described in Section 6 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process payments to International Contractors on the Gusto Platform. | — | Removed |
| 11310 | Gusto reserves the right to add, modify, or discontinue any features of the ICP Service. | — | Removed |
| 11311 | The ICP Service does not include: (a) payments to contractors not residing and performing work in eligible countries; (b) employment law guidance on contractor classification; or (c) tax guidance on withholding or reporting. | — | Removed |
| 11312 | Information Gusto provides is for informational purposes only and is not legal, tax, or accounting advice. | — | Removed |
| 11313 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11314 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11315 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 6, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11316 | Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the Recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 2. | — | Removed |
| 11317 | Third-Party Services Gusto partners with certain Third-Party Services in order to provide the ICP Service. | — | Removed |
| 11318 | By using the ICP Service, Customer authorizes Gusto to share personal information with Third-Party Services as described in Gusto’s Privacy Notice . | — | Removed |
| 11319 | Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11320 | Third-Party Services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11321 | Gusto may modify this list of Third-Party Services at any time. | — | Removed |
| 11322 | Continued use of the ICP Service after notification of changes constitutes acceptance of the modified terms. | — | Removed |
| 11323 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Nium Terms and Conditions Privacy Policy Zerohash Sender Terms Recipient Terms Privacy Policy 3. | — | Removed |
| 11324 | Restricted Activities Customer and International Contractor will not use the ICP Service for any activities that violate any law or regulation or for any transactions involving (a) controlled substances, drug paraphernalia, tobacco, or other products that present a risk to consumer safety; (b) items that encourage illegal activity; (c) stolen goods; (d) the promotion of hate, violence, discrimination, or the financial exploitation of a crime; (e) obscene or pornographic materials; (f) items that infringe intellectual property or privacy rights; (g) sexually oriented materials or services; (h) firearms, ammunition, weapons, or related accessories; (i) disclosure of personal information of third parties in violation of applicable law; (j) pyramid schemes, Ponzi schemes, or fraudulent investment programs; (k) annuities, lottery contracts, offshore banking, or credit card debt refinancing; (l) pre-sale of items not in seller's possession; (m) payment processing on behalf of third-party merchants; (n) money orders, traveler's checks, currency exchanges, or check cashing; (o) credit repair, debt settlement, or unregulated financial services; (p) bribery or corruption; or (q) sales of products or services identified by government agencies as likely fraudulent, or with sanctioned entities or individuals. 4. | — | Removed |
| 11325 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms, Customer authorizes Gusto and any applicable Third-Party Services listed in Section 2 of these ICP Service Terms, to initiate debit Entries to the Bank Account or such other Customer funding sources as Gusto may make available from time to time, in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the ICP Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11326 | Gusto and its Third-Party Services are not responsible for determining whether the funding sources or bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11327 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 5. | — | Removed |
| 11328 | Currency Conversion Payments requiring conversion will be processed using applicable conversion rates determined at or around the time of payment processing. | — | Removed |
| 11329 | Customer acknowledges that conversion rates may fluctuate over time and may change due to market conditions, volatility, processing costs, Third-Party Service fees, and other economic factors. | — | Removed |
| 11330 | Market volatility or other factors may cause payment processing delays, including but not limited to: (i) sanctions screening or other eligibility processes; (ii) International Contractor financial institution issues; or (iii) other factors communicated by Gusto. | — | Removed |
| 11331 | In such cases, a different conversion rate may apply. | — | Removed |
| 11332 | Gusto may implement minimum payment thresholds that vary by jurisdiction and may be updated periodically. | — | Removed |
| 11333 | Once submitted, payments cannot be modified or deleted after the applicable cutoff time. | — | Removed |
| 11334 | Customer must carefully review all payment information before submission, including International Contractor details and amounts. | — | Removed |
| 11335 | Incorrect information may result in payment forfeiture if funds are routed incorrectly. 6. | — | Removed |
| 11336 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the ICP Service, the recipient of any payment must: (i) be classified as an independent contractor under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform work in an eligible country; (iv) provide required personal information including full legal name, business information (if applicable), date of birth, permanent residence, mailing address, foreign tax ID, and bank account details; and (v) successfully complete identity verification, fraud protection, and sanctions screening by Gusto and Third-Party Services. | — | Removed |
| 11337 | Recipients who fail sanctions or eligibility screening cannot receive payments through the ICP Service. | — | Removed |
| 11338 | Additional information may be requested to complete screening processes. 7. | — | Removed |
| 11339 | Provision and Certification of Required United States Tax Forms International Contractors must complete and upload an accurate United States Tax Forms as applicable, including Internal Revenue Service (IRS) Form W-8BEN or W-8BEN-E to the Gusto Platform. | — | Removed |
| 11340 | Recipients should carefully review the applicable form instructions before completion. | — | Removed |
| 11341 | Submitted tax forms cannot be modified on the Gusto Platform. | — | Removed |
| 11342 | Recipients requiring amendments must work directly with Customer to provide updated tax forms. | — | Removed |
| 11343 | Customer is responsible for ensuring all tax form information remains accurate and current. 8. | — | Removed |
| 11344 | Service Fees Customer’s obligations under the Employer Terms and Payroll Terms, including but not limited to the payment obligations under Section 10 of the Employer Terms, apply to ICP Service Fees. | — | Removed |
| 11345 | Customer authorizes Gusto to debit Customer’s designated bank account for all such fees as they become payable. | — | Removed |
| 11346 | Customer acknowledges and agrees that all fees and markups (including Third-Party Service fees) are non-refundable once charged, even if payments fail due to recipient ineligibility, incorrect information, circumstances beyond Gusto’s control, or third-party acts or omissions. | — | Removed |
| 11347 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11348 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11349 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11350 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 9. | — | Removed |
| 11351 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the ICP Service (collectively, the “Applicable Laws”). | — | Removed |
| 11352 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the ICP Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11353 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11354 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 11355 | Modifications Gusto may modify or discontinue the ICP Service or this Agreement at any time. | — | Removed |
| 11356 | Modifications will be communicated through the Gusto Platform or electronic notice. | — | Removed |
| 11357 | Continued use of the ICP Service after notification constitutes acceptance of the modified Agreement. | — | Removed |
| 11358 | If Customer does not accept modifications, Customer must discontinue use of the ICP Service. 11. | — | Removed |
| 11359 | Term and Termination This Agreement begins on the Effective Date and continues for as long as Customer or International Contractor uses the ICP Service, unless earlier terminated in accordance with this Section 11. | — | Removed |
| 11360 | Gusto reserves the right to suspend, restrict, or terminate Customer’s or International Contractor’s access to the ICP Service, with or without notice, if we believe that you have or are likely to violate this Agreement or Applicable Laws, or if your use of the ICP Service could cause harm to Gusto, our users, or any third party. 12. | — | Removed |
| 11361 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the ICP Service; (ii) any information obtained from or relied upon as a result of the ICP Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the ICP Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure accurate and/or up to date tax forms have been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Laws. 13. | — | Removed |
| 11362 | Data Privacy By using the ICP Service, Customer authorizes Gusto to share with Third-Party Services (as described in Section 2) any personal data or personal information necessary to transmit payments to International Contractors, including contact information, banking information, and information required for Sanctions Screening and for Customer to hire and/or pay International Contractor via the ICP Service. | — | Removed |
| 11363 | The processing of this personal data and/or information is governed by Gusto’s Privacy Notice. | — | Removed |
| 11364 | Customer is independently responsible for compliance with any and all applicable privacy laws and regulations as they use the ICP Service. | — | Removed |
| 11365 | Effective October 29th 2025 to October 29th 2025 Download Table of Contents Last Updated: October 29, 2025 These Gusto International Contractor Payments Service Terms (the “ ICP Service Terms ”), together with the Employer Terms of Service (available at gusto.com/legal/terms) (“ Employer Terms ”) and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) (“ Payroll Terms ”) (collectively the “ Agreement ”) set out the terms under which Gusto, Inc. | — | Removed |
| 11366 | (“ Gusto ”) will provide eligible customers (each, a “ Customer ”) the ability to process payments to independent contractors who are non-United States citizens, have a permanent residence outside the United States, and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” or “Recipient” and each payment, an “ International Contractor Payment ”) (the “ ICP Service ”). | — | Removed |
| 11367 | If these ICP Service Terms conflict with the Employer Terms or Payroll Terms, the ICP Service Terms will control with respect to the ICP Services. | — | Removed |
| 11368 | International Contractors are bound by these ICP Service Terms and the Employer Terms solely in their capacity as payment recipients. | — | Removed |
| 11369 | These ICP Service Terms are “Additional Terms” under the Employer Terms. | — | Removed |
| 11370 | Undefined capitalized terms have the meanings given in the Employer Terms or Payroll Terms. | — | Removed |
| 11371 | By accepting these terms, initiating a payment to an International Contractor, or onboarding as an International Contractor, you represent that you are authorized to bind Customer or yourself as an International Contractor and that you agree to these ICP Service Terms as of the date of such action (“ Effective Date ”). | — | Removed |
| 11372 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 11373 | International Contractor Payments Service Gusto will use commercially reasonable efforts to provide the ICP Service, provided that Customer and International Contractor meet their obligations under this Agreement. | — | Removed |
| 11374 | The primary features of the ICP Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening as described in Section 6 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process payments to International Contractors on the Gusto Platform. | — | Removed |
| 11375 | Gusto reserves the right to add, modify, or discontinue any features of the ICP Service. | — | Removed |
| 11376 | The ICP Service does not include: (a) payments to contractors not residing and performing work in eligible countries; (b) employment law guidance on contractor classification; or (c) tax guidance on withholding or reporting. | — | Removed |
| 11377 | Information Gusto provides is for informational purposes only and is not legal, tax, or accounting advice. | — | Removed |
| 11378 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11379 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11380 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 6, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11381 | Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the Recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 2. | — | Removed |
| 11382 | Third-Party Services Gusto partners with certain Third-Party Services in order to provide the ICP Service. | — | Removed |
| 11383 | By using the ICP Service, Customer authorizes Gusto to share personal information with Third-Party Services as described in Gusto’s Privacy Notice . | — | Removed |
| 11384 | Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11385 | Third-Party Services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11386 | Gusto may modify this list of Third-Party Services at any time. | — | Removed |
| 11387 | Continued use of the ICP Service after notification of changes constitutes acceptance of the modified terms. | — | Removed |
| 11388 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Nium Terms and Conditions Privacy Policy Zerohash Sender Terms Recipient Terms Privacy Policy 3. | — | Removed |
| 11389 | Restricted Activities Customer and International Contractor will not use the ICP Service for any activities that violate any law or regulation or for any transactions involving (a) controlled substances, drug paraphernalia, tobacco, or other products that present a risk to consumer safety; (b) items that encourage illegal activity; (c) stolen goods; (d) the promotion of hate, violence, discrimination, or the financial exploitation of a crime; (e) obscene or pornographic materials; (f) items that infringe intellectual property or privacy rights; (g) sexually oriented materials or services; (h) firearms, ammunition, weapons, or related accessories; (i) disclosure of personal information of third parties in violation of applicable law; (j) pyramid schemes, Ponzi schemes, or fraudulent investment programs; (k) annuities, lottery contracts, offshore banking, or credit card debt refinancing; (l) pre-sale of items not in seller's possession; (m) payment processing on behalf of third-party merchants; (n) money orders, traveler's checks, currency exchanges, or check cashing; (o) credit repair, debt settlement, or unregulated financial services; (p) bribery or corruption; or (q) sales of products or services identified by government agencies as likely fraudulent, or with sanctioned entities or individuals. 4. | — | Removed |
| 11390 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms, Customer authorizes Gusto and any applicable Third-Party Services listed in Section 2 of these ICP Service Terms, to initiate debit Entries to the Bank Account or such other Customer funding sources as Gusto may make available from time to time, in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the ICP Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11391 | Gusto and its Third-Party Services are not responsible for determining whether the funding sources or bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11392 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 5. | — | Removed |
| 11393 | Currency Conversion Payments requiring conversion will be processed using applicable conversion rates determined at or around the time of payment processing. | — | Removed |
| 11394 | Customer acknowledges that conversion rates may fluctuate over time and may change due to market conditions, volatility, processing costs, Third-Party Service fees, and other economic factors. | — | Removed |
| 11395 | Market volatility or other factors may cause payment processing delays, including but not limited to: (i) sanctions screening or other eligibility processes; (ii) International Contractor financial institution issues; or (iii) other factors communicated by Gusto. | — | Removed |
| 11396 | In such cases, a different conversion rate may apply. | — | Removed |
| 11397 | Gusto may implement minimum payment thresholds that vary by jurisdiction and may be updated periodically. | — | Removed |
| 11398 | Once submitted, payments cannot be modified or deleted after the applicable cutoff time. | — | Removed |
| 11399 | Customer must carefully review all payment information before submission, including International Contractor details and amounts. | — | Removed |
| 11400 | Incorrect information may result in payment forfeiture if funds are routed incorrectly. 6. | — | Removed |
| 11401 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the ICP Service, the recipient of any payment must: (i) be classified as an independent contractor under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform work in an eligible country; (iv) provide required personal information including full legal name, business information (if applicable), date of birth, permanent residence, mailing address, foreign tax ID, and bank account details; and (v) successfully complete identity verification, fraud protection, and sanctions screening by Gusto and Third-Party Services. | — | Removed |
| 11402 | Recipients who fail sanctions or eligibility screening cannot receive payments through the ICP Service. | — | Removed |
| 11403 | Additional information may be requested to complete screening processes. 7. | — | Removed |
| 11404 | Provision and Certification of Required United States Tax Forms International Contractors must complete and upload an accurate United States Tax Forms as applicable, including Internal Revenue Service (IRS) Form W-8BEN or W-8BEN-E to the Gusto Platform. | — | Removed |
| 11405 | Recipients should carefully review the applicable form instructions before completion. | — | Removed |
| 11406 | Submitted tax forms cannot be modified on the Gusto Platform. | — | Removed |
| 11407 | Recipients requiring amendments must work directly with Customer to provide updated tax forms. | — | Removed |
| 11408 | Customer is responsible for ensuring all tax form information remains accurate and current. 8. | — | Removed |
| 11409 | Service Fees Customer’s obligations under the Employer Terms and Payroll Terms, including but not limited to the payment obligations under Section 10 of the Employer Terms, apply to ICP Service Fees. | — | Removed |
| 11410 | Customer authorizes Gusto to debit Customer’s designated bank account for all such fees as they become payable. | — | Removed |
| 11411 | Customer acknowledges and agrees that all fees and markups (including Third-Party Service fees) are non-refundable once charged, even if payments fail due to recipient ineligibility, incorrect information, circumstances beyond Gusto’s control, or third-party acts or omissions. | — | Removed |
| 11412 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11413 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11414 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11415 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 9. | — | Removed |
| 11416 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the ICP Service (collectively, the “Applicable Laws”). | — | Removed |
| 11417 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the ICP Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11418 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11419 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 11420 | Modifications Gusto may modify or discontinue the ICP Service or this Agreement at any time. | — | Removed |
| 11421 | Modifications will be communicated through the Gusto Platform or electronic notice. | — | Removed |
| 11422 | Continued use of the ICP Service after notification constitutes acceptance of the modified Agreement. | — | Removed |
| 11423 | If Customer does not accept modifications, Customer must discontinue use of the ICP Service. 11. | — | Removed |
| 11424 | Term and Termination This Agreement begins on the Effective Date and continues for as long as Customer or International Contractor uses the ICP Service, unless earlier terminated in accordance with this Section 11. | — | Removed |
| 11425 | Gusto reserves the right to suspend, restrict, or terminate Customer’s or International Contractor’s access to the ICP Service, with or without notice, if we believe that you have or are likely to violate this Agreement or Applicable Laws, or if your use of the ICP Service could cause harm to Gusto, our users, or any third party. 12. | — | Removed |
| 11426 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the ICP Service; (ii) any information obtained from or relied upon as a result of the ICP Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the ICP Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure accurate and/or up to date tax forms have been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Laws. 13. | — | Removed |
| 11427 | Data Privacy By using the ICP Service, Customer authorizes Gusto to share with Third-Party Services (as described in Section 2) any personal data or personal information necessary to transmit payments to International Contractors, including contact information, banking information, and information required for Sanctions Screening and for Customer to hire and/or pay International Contractor via the ICP Service. | — | Removed |
| 11428 | The processing of this personal data and/or information is governed by Gusto’s Privacy Notice. | — | Removed |
| 11429 | Customer is independently responsible for compliance with any and all applicable privacy laws and regulations as they use the ICP Service. | — | Removed |
| 11430 | Effective November 15th 2024 to October 29th 2025 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11431 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11432 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11433 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11434 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11435 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11436 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11437 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11438 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11439 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11440 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11441 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11442 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11443 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11444 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11445 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11446 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11447 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11448 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11449 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11450 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11451 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11452 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11453 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11454 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11455 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11456 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11457 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11458 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11459 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11460 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11461 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11462 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11463 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11464 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11465 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11466 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11467 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11468 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11469 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11470 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11471 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11472 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11473 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11474 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11475 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11476 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11477 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11478 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11479 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11480 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11481 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11482 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11483 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11484 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11485 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11486 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11487 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11488 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11489 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 11490 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 11491 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 11492 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 11493 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 11494 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 11495 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 11496 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 11497 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11498 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11499 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11500 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 11501 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 11502 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11503 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 11504 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 11505 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 11506 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11507 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 11508 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 11509 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 11510 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 11511 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 11512 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 11513 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 11514 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 11515 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 11516 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 11517 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 11518 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 11519 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 11520 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 11521 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 11522 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 11523 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 11524 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 11525 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 11526 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 11527 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 11528 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 11529 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 11530 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 11531 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 11532 | Effective October 23rd 2023 to November 15th 2024 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11533 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11534 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11535 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11536 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11537 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11538 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11539 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11540 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11541 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11542 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11543 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11544 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11545 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11546 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11547 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11548 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11549 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11550 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11551 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11552 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11553 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11554 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11555 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11556 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11557 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11558 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11559 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11560 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11561 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11562 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11563 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11564 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11565 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11566 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11567 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11568 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11569 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11570 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11571 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11572 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11573 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11574 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11575 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11576 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11577 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11578 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11579 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11580 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11581 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11582 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11583 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11584 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11585 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11586 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11587 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11588 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11589 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11590 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11591 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 11592 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 11593 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 11594 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 11595 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 11596 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 11597 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 11598 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 11599 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11600 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11601 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11602 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 11603 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 11604 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11605 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 11606 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 11607 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 11608 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11609 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 11610 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 11611 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 11612 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 11613 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 11614 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 11615 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 11616 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 11617 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 11618 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 11619 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 11620 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 11621 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 11622 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 11623 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 11624 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 11625 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 11626 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 11627 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 11628 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 11629 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 11630 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 11631 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 11632 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 11633 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 11634 | Effective October 23rd 2023 to October 23rd 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11635 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11636 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11637 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11638 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11639 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11640 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11641 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11642 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11643 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11644 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11645 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11646 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11647 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11648 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11649 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11650 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11651 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11652 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11653 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11654 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11655 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11656 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11657 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11658 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11659 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11660 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11661 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11662 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11663 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11664 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11665 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11666 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11667 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11668 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11669 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11670 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11671 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11672 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11673 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11674 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11675 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11676 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11677 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11678 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11679 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11680 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11681 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11682 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11683 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11684 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11685 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11686 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11687 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11688 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11689 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11690 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11691 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11692 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11693 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 11694 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 11695 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 11696 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 11697 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 11698 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 11699 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 11700 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 11701 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11702 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11703 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11704 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 11705 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 11706 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11707 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 11708 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 11709 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 11710 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11711 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 11712 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 11713 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 11714 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 11715 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 11716 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 11717 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 11718 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 11719 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 11720 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 11721 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 11722 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 11723 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 11724 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 11725 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 11726 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 11727 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 11728 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 11729 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 11730 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 11731 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 11732 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 11733 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 11734 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 11735 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 11736 | Effective October 23rd 2023 to October 23rd 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11737 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11738 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11739 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11740 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11741 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11742 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11743 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11744 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11745 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11746 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11747 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11748 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11749 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11750 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11751 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11752 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11753 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11754 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11755 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11756 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11757 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11758 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11759 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11760 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11761 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11762 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11763 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11764 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11765 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11766 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11767 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11768 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11769 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11770 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11771 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11772 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11773 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11774 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11775 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11776 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11777 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11778 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11779 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11780 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11781 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11782 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11783 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11784 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11785 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11786 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11787 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11788 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11789 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11790 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11791 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11792 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11793 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11794 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11795 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 11796 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 11797 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 11798 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 11799 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 11800 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 11801 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 11802 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 11803 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11804 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11805 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11806 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 11807 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 11808 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11809 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 11810 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 11811 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 11812 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11813 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 11814 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 11815 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 11816 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 11817 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 11818 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 11819 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 11820 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 11821 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 11822 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 11823 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 11824 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 11825 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 11826 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 11827 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 11828 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 11829 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 11830 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 11831 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 11832 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 11833 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 11834 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 11835 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 11836 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 11837 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 11838 | Effective October 23rd 2023 to October 23rd 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11839 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11840 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11841 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11842 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11843 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11844 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11845 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11846 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11847 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11848 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11849 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11850 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11851 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11852 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11853 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11854 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11855 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11856 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11857 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11858 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11859 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11860 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11861 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11862 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11863 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11864 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11865 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11866 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11867 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11868 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11869 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11870 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11871 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11872 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11873 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11874 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11875 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11876 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11877 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11878 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11879 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11880 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11881 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11882 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11883 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11884 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11885 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11886 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11887 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11888 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11889 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11890 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11891 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11892 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11893 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11894 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11895 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11896 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11897 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 11898 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 11899 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 11900 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 11901 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 11902 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 11903 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 11904 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 11905 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 11906 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 11907 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 11908 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 11909 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 11910 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 11911 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 11912 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 11913 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 11914 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 11915 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 11916 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 11917 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 11918 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 11919 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 11920 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 11921 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 11922 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 11923 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 11924 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 11925 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 11926 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 11927 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 11928 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 11929 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 11930 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 11931 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 11932 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 11933 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 11934 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 11935 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 11936 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 11937 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 11938 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 11939 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 11940 | Effective October 23rd 2023 to October 23rd 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 11941 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 11942 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 11943 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 11944 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 11945 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 11946 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 11947 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 11948 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 11949 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 11950 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 11951 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 11952 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 11953 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 11954 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 11955 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 11956 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 11957 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 11958 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 11959 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 11960 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 11961 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 11962 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 11963 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 11964 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 11965 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 11966 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 11967 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 11968 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 11969 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 11970 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 11971 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 11972 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 11973 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 11974 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 11975 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 11976 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 11977 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 11978 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 11979 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 11980 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 11981 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 11982 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 11983 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 11984 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 11985 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 11986 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 11987 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 11988 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 11989 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 11990 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 11991 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 11992 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 11993 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 11994 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 11995 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 11996 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 11997 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 11998 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 11999 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12000 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12001 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12002 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12003 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12004 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12005 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12006 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12007 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12008 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12009 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12010 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12011 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 12012 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12013 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12014 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12015 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12016 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12017 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12018 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12019 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12020 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12021 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12022 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12023 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 12024 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12025 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12026 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12027 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12028 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12029 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12030 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12031 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12032 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12033 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12034 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12035 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12036 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12037 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12038 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12039 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12040 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12041 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12042 | Effective October 19th 2023 to October 23rd 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12043 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 12044 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 12045 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12046 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12047 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12048 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12049 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12050 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12051 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12052 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12053 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12054 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12055 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12056 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12057 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12058 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12059 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12060 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12061 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12062 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12063 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12064 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12065 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12066 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12067 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12068 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12069 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 12070 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12071 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12072 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12073 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 12074 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12075 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12076 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12077 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12078 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12079 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12080 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12081 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12082 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 12083 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12084 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12085 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12086 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12087 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12088 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12089 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12090 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12091 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12092 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12093 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12094 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12095 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12096 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12097 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12098 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12099 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12100 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 12101 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12102 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12103 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12104 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12105 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12106 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12107 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12108 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12109 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12110 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12111 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12112 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12113 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 12114 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12115 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12116 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12117 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12118 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12119 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12120 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12121 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12122 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12123 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12124 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12125 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 12126 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12127 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12128 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12129 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12130 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12131 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12132 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12133 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12134 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12135 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12136 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12137 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12138 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12139 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12140 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12141 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12142 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12143 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12144 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12145 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 12146 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 12147 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12148 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12149 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12150 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12151 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12152 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12153 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12154 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12155 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12156 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12157 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12158 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12159 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12160 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12161 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12162 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12163 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12164 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12165 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12166 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12167 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12168 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12169 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12170 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12171 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 12172 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12173 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12174 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12175 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 12176 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12177 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12178 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12179 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12180 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12181 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12182 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12183 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12184 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 12185 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12186 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12187 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12188 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12189 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12190 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12191 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12192 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12193 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12194 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12195 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12196 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12197 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12198 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12199 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12200 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12201 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12202 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 12203 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12204 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12205 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12206 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12207 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12208 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12209 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12210 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12211 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12212 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12213 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12214 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12215 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 12216 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12217 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12218 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12219 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12220 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12221 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12222 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12223 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12224 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12225 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12226 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12227 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 12228 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12229 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12230 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12231 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12232 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12233 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12234 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12235 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12236 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12237 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12238 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12239 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12240 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12241 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12242 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12243 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12244 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12245 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12246 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12247 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 12248 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 12249 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12250 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12251 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12252 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12253 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12254 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12255 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12256 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12257 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12258 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12259 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12260 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12261 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12262 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12263 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12264 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12265 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12266 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12267 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12268 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12269 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12270 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12271 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12272 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12273 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 12274 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12275 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12276 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12277 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 12278 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12279 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12280 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12281 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12282 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12283 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12284 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12285 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12286 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 12287 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12288 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12289 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12290 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12291 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12292 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12293 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12294 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12295 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12296 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12297 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12298 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12299 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12300 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12301 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12302 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12303 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12304 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 12305 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12306 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12307 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12308 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12309 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12310 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12311 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12312 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12313 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12314 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12315 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12316 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12317 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 12318 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12319 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12320 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12321 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12322 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12323 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12324 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12325 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12326 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12327 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12328 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12329 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 12330 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12331 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12332 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12333 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12334 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12335 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12336 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12337 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12338 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12339 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12340 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12341 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12342 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12343 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12344 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12345 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12346 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12347 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12348 | Effective October 19th 2023 to October 19th 2023 Download Table of Contents Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “International Contractor Payments Service Terms”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “International Contractor Payments Agreement”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12349 | (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide eligible customers (each, a “Customer”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “International Contractor” and each payment, an “International Contractor Payment”) (the “International Contractor Payments Service”). | — | Removed |
| 12350 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms. | — | Removed |
| 12351 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12352 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12353 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “Authorized Signatory”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12354 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12355 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12356 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12357 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12358 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12359 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12360 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12361 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12362 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12363 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12364 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12365 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12366 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12367 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms, and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12368 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12369 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12370 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12371 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12372 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12373 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12374 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12375 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E. | — | Removed |
| 12376 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12377 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12378 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12379 | For more information, please see Gusto’s Privacy Policy. | — | Removed |
| 12380 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12381 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12382 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12383 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12384 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12385 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12386 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12387 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12388 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“USD”) or a foreign currency (“Foreign Currency”). | — | Removed |
| 12389 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12390 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12391 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12392 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12393 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12394 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12395 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12396 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12397 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12398 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12399 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12400 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12401 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12402 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “Mandatory Personal Information” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12403 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12404 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12405 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12406 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E, as applicable. | — | Removed |
| 12407 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12408 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12409 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12410 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12411 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12412 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “International Contractor Payments Services Fees” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12413 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12414 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12415 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12416 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12417 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12418 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12419 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “Applicable Laws”). | — | Removed |
| 12420 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12421 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12422 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12423 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12424 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12425 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12426 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12427 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12428 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12429 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12430 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12431 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”). | — | Removed |
| 12432 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12433 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12434 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12435 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12436 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12437 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12438 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12439 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12440 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12441 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12442 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12443 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12444 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12445 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12446 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12447 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12448 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12449 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12450 | Effective June 6th 2022 to October 19th 2023 Download Table of Contents International Contractor Payments Service Terms Last Updated: May 31, 2022 These Gusto International Contractor Payments Service Terms (the “ International Contractor Payments Service Terms ”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ International Contractor Payments Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12451 | (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” and each payment, an “ International Contractor Payment ”) (the “ International Contractor Payments Service ”). | — | Removed |
| 12452 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms . | — | Removed |
| 12453 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms , as applicable. | — | Removed |
| 12454 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12455 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “ Authorized Signatory ”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12456 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12457 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12458 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12459 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12460 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12461 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12462 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12463 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12464 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12465 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12466 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12467 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12468 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12469 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms , and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12470 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12471 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12472 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12473 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12474 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12475 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12476 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12477 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E . | — | Removed |
| 12478 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12479 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12480 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12481 | For more information, please see Gusto’s Privacy Policy . | — | Removed |
| 12482 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12483 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12484 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12485 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12486 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12487 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12488 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12489 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12490 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“ USD ”) or a foreign currency (“ Foreign Currency ”). | — | Removed |
| 12491 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12492 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12493 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12494 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12495 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12496 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12497 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12498 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12499 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12500 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12501 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12502 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12503 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12504 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “ Mandatory Personal Information ” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12505 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12506 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12507 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W -8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12508 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E , as applicable. | — | Removed |
| 12509 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12510 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12511 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12512 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12513 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12514 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “ International Contractor Payments Services Fees ” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12515 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12516 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12517 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12518 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12519 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12520 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12521 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 12522 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12523 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12524 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12525 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12526 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12527 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12528 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12529 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12530 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12531 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12532 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12533 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “ Term ”). | — | Removed |
| 12534 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12535 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12536 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12537 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12538 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12539 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12540 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12541 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12542 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12543 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12544 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12545 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12546 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12547 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12548 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12549 | Notwithstanding any other language to the contrary in these International Contractor Payment Terms and in the International Contractor Payments Agreement, Customer shall obtain any necessary consents to process personal data and/or personally identifiable information including international transfer rights. | — | Removed |
| 12550 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12551 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12552 | Effective February 10th 2022 to June 6th 2022 Download Table of Contents International Contractor Payments Service Terms Last Updated: February 8, 2022 These Gusto International Contractor Payments Service Terms (the “ International Contractor Payments Service Terms ”), together with the Gusto Service Terms Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ International Contractor Payments Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12553 | (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” and each payment, an “ International Contractor Payment ”) (the “ International Contractor Payments Service ”). | — | Removed |
| 12554 | These International Contractor Payments Service Terms are also “Service Terms” under the Gusto Terms . | — | Removed |
| 12555 | Capitalized terms used but not otherwise defined in these International Contractor Payments Service Terms have the same meanings ascribed to such terms in the Gusto Terms and the Payroll Terms , as applicable. | — | Removed |
| 12556 | The International Contractor Payments Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12557 | Both the International Contractor and the individual agreeing to these International Contractor Payments Service Terms on behalf of Customer (the “ Authorized Signatory ”) are encouraged to read the International Contractor Payments Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12558 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Agreement. | — | Removed |
| 12559 | By (i) checking the box presented with these International Contractor Payments Service Terms, (ii) initiating a payment to using the International Contractor Payments Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Agreement. 1. | — | Removed |
| 12560 | These International Contractor Payments Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12561 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Service in full force and effect. | — | Removed |
| 12562 | If the terms and conditions of these International Contractor Payments Service 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 or International Contractor’s use of the International Contractor Payments Service will be as follows: the terms and conditions of these International Contractor Payments Service Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12563 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12564 | Gusto Provision of the International Contractor Payments Service is Governed by the International Contractor Payments Agreement Subject to the terms and conditions of the International Contractor Payments Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Service in accordance with the International Contractor Payments Agreement. 3. | — | Removed |
| 12565 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Service Terms, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12566 | International Contractor Payments Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Service. | — | Removed |
| 12567 | The primary features of the International Contractor Payments Service will (i) allow Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collect personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assist Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allow Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12568 | Gusto reserves the right to add, modify, or discontinue any features of the International Contractor Payments Service. | — | Removed |
| 12569 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12570 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12571 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms , and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12572 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or canceled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12573 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12574 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12575 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third-party technology provider. 5. | — | Removed |
| 12576 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Service. | — | Removed |
| 12577 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12578 | By using the International Contractor Payments Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Service. | — | Removed |
| 12579 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E . | — | Removed |
| 12580 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12581 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12582 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12583 | For more information, please see Gusto’s Privacy Policy . | — | Removed |
| 12584 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12585 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12586 | It is important that Customer and International Contractor review the International Contractor Payments Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Service Agreement. | — | Removed |
| 12587 | Use of the International Contractor Payments Service is the equivalent of consent to the current terms and conditions as determined by Gusto or any Third-Party Service Provider. 6. | — | Removed |
| 12588 | Restricted Activities User acknowledges and agrees that User will not use the International Contractor Payments Service for any of the activities listed below (“Restricted Activities List”): activities that violate any US or local law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12589 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12590 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12591 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third-Party Services are nonrefundable. 8. | — | Removed |
| 12592 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“ USD ”) or a foreign currency (“ Foreign Currency ”). | — | Removed |
| 12593 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12594 | Payments processed in a foreign currency for Customers enrolled in expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12595 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12596 | Currency volatility may cause a delay in payment processing. | — | Removed |
| 12597 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12598 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12599 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12600 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12601 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12602 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12603 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12604 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12605 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12606 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Service. “ Mandatory Personal Information ” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12607 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12608 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third-Party Service’s sole discretion. 10. | — | Removed |
| 12609 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Service Terms, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W -8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12610 | International Contractor should carefully read the instructions associated with the instructions for Form W-8BEN or instructions for Form W-8BEN-E , as applicable. | — | Removed |
| 12611 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12612 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12613 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12614 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12615 | Service Fees and Charges As part of the International Contractor Payments Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12616 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “ International Contractor Payments Services Fees ” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12617 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Services Fees as they become payable during the Term. | — | Removed |
| 12618 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. | — | Removed |
| 12619 | Customer and International Contractor agree that certain taxes may be withheld to comply with tax regulations that any relevant federal, state, or local governments may impose. | — | Removed |
| 12620 | Any such taxes will be identified on Customer’s monthly invoice and International Contractor’s receipt. | — | Removed |
| 12621 | Customer and International Contractor are responsible for ensuring timely filing, processing, and payment of any taxes is completed. | — | Removed |
| 12622 | Gusto will not be responsible for any cost, penalty, interest, etc. for failure to do so. 12. | — | Removed |
| 12623 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 12624 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12625 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12626 | Any information that Gusto provides in connection with the International Contractor Payments Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12627 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Service. | — | Removed |
| 12628 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12629 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting income taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12630 | Modifications Gusto may change or discontinue all or any part of the International Contractor Payments Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12631 | Gusto may also modify, amend, or restate the International Contractor Payments Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12632 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12633 | It is important that Customer review and agree to the International Contractor Payments Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Agreement. | — | Removed |
| 12634 | If Customer does not agree to be bound by the modified International Contractor Payments Agreement, then Customer may not continue to use the International Contractor Payments Service. 14. | — | Removed |
| 12635 | Term and Termination The International Contractor Payments Agreement will commence when Customer accepts the International Contractor Payments Agreement, and it will end upon termination of the International Contractor Payments Agreement by Gusto or Customer in accordance with this Section 14 (the “ Term ”). | — | Removed |
| 12636 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Service in a manner that is inconsistent with these International Contractor Payments Service Terms. | — | Removed |
| 12637 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Service; or (iv) terminate the International Contractor Payments Service and the International Contractor Payments Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12638 | Upon any expiration or termination of the International Contractor Payments Agreement, Customer’s right to access and use the International Contractor Payments 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. | — | Removed |
| 12639 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12640 | In the event that Gusto is unable to transmit a payment for any of these reasons. 16. | — | Removed |
| 12641 | Indemnification Customer and International Contractor 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Service; (ii) violation or alleged violation of the International Contractor Payments Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Service. | — | Removed |
| 12642 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Service. 17. | — | Removed |
| 12643 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Service. | — | Removed |
| 12644 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12645 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12646 | Data Privacy In order to provide the International Contractor Payments Service Terms, Gusto may partner with Third Party Services as described in Section 5 of these International Contractor Payments Service Terms. | — | Removed |
| 12647 | By using the International Contractor Payments Service, Customer authorizes Gusto to submit to the applicable Third-Party Service any and all information about Customer as are necessary for Gusto and the Third-Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12648 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12649 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12650 | The International Contractor Payments Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12651 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12652 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12653 | Effective October 19th 2021 to February 10th 2022 Download Table of Contents International Contractor Payments Terms of Service Last Updated: October 8, 2021 These Gusto International Contractor Payments Beta Terms of Service (the “ International Contractor Payments Beta Terms of Service ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ International Contractor Payments Beta Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12654 | (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” and each payment, an “ International Contractor Payment ”) (the “ International Contractor Payments Beta Service ”). | — | Removed |
| 12655 | These International Contractor Payments Beta Terms of Service are “Terms of Service” under the Gusto Terms. | — | Removed |
| 12656 | Capitalized terms used but not otherwise defined in these International Contractor Payments Beta Terms of Service have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12657 | The International Contractor Payments Beta Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12658 | Both the International Contractor and the individual agreeing to these International Contractor Payments Beta Terms of Service on behalf of Customer (the “ Authorized Signatory ”) are encouraged to read the International Contractor Payments Beta Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12659 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Beta Agreement. | — | Removed |
| 12660 | By (i) checking the box presented with these International Contractor Payments Beta Terms of Service, (ii) initiating a payment to using the International Contractor Payments Beta Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Beta Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Beta Agreement. 1. | — | Removed |
| 12661 | These International Contractor Payments Beta Terms of Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12662 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Beta Service in full force and effect. | — | Removed |
| 12663 | If the terms and conditions of these International Contractor Payments Beta Terms of Service 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 or International Contractor’s use of the International Contractor Payments Beta Service will be as follows: the terms and conditions of these International Contractor Payments Beta Terms of Service, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12664 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS BETA SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12665 | Gusto Provision of the International Contractor Payments Beta Service is Governed by the International Contractor Payments Beta Agreement Subject to the terms and conditions of the International Contractor Payments Beta Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Beta Service in accordance with the International Contractor Payments Beta Agreement. 3. | — | Removed |
| 12666 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Beta Terms of Service, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12667 | International Contractor Payments Beta Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Beta Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Beta Service. | — | Removed |
| 12668 | The International Contractor Payments Beta Service shall be limited to (i) allowing Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collecting personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 9 of this Agreement; (iii) assisting Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allowing Customers to process wire payments and bank transfers to International Contractors on the Gusto Platform. | — | Removed |
| 12669 | Customer is solely responsible for ensuring the timeliness of any payment. | — | Removed |
| 12670 | Gusto will undertake commercially reasonable efforts to initiate the processing of payments according to Customer’s request. | — | Removed |
| 12671 | Gusto’s standard processing time for payroll and contractor payments is approximately four (4) business days, but if Customer qualifies for one of Gusto’s expedited payroll processing programs (each, an “Expedited Payroll Program”), then subject to the provisions of the Payroll Service Terms , and subject to an Account Administrator approving and submitting payroll Information to Gusto, Gusto will attempt to process Customer’s International Contractor payments in less than four (4) business days. | — | Removed |
| 12672 | Customer acknowledges that its eligibility for expedited payroll processing programs may be reviewed, modified, or cancelled at the sole discretion of Gusto, and Gusto has no obligation to provide expedited payroll processing services to Customer. | — | Removed |
| 12673 | Processing time is based on business day schedules of the United States and the payment host country and does not include weekends or holidays. | — | Removed |
| 12674 | Customer acknowledges and agrees that payments may be delayed due to Sanctions Screening as described in Section 9, and that Gusto has the right to delay or reject the processing of payments pending the interim results or outcome of such Sanctions Screening. | — | Removed |
| 12675 | Without limiting the scope of Section 15 below, Gusto bears no responsibility for any delays, failures, errors, bouncebacks, or modifications to processing schedules due to eligibility checks or Sanctions Screenings, or for any any act or omission by a third party including but not limited to: the recipient bank, Third-Party Services, regulatory agencies or authorities, tax authorities, any other financial institution, or any third party technology provider. 5. | — | Removed |
| 12676 | Third-Party Services Customer understands that Gusto will, from time to time, partner with certain Third-Party Services in order to provide the International Contractor Payments Beta Service. | — | Removed |
| 12677 | These Third-Party Services may include the following services, each of which maintain their own terms of service and privacy policy: Third-Party Service Terms and Conditions Privacy Policy Wise Terms and Conditions Privacy Policy dLocal Terms and Conditions Privacy Policy Rapyd Terms and Conditions Privacy Policy The Currency Cloud Terms and Conditions Privacy Policy JPMorgan Chase Terms and Conditions Privacy Policy Gusto is not responsible for the acts or omissions of any Third-Party Service. | — | Removed |
| 12678 | By using the International Contractor Payments Beta Service, Customer authorizes Gusto to share certain personal information with these Third-Party Services as is necessary to provide the International Contractor Payments Beta Service. | — | Removed |
| 12679 | This information includes: Identification Information, including name, address, and other identification information, including Mandatory Personal Information needed for Sanctions Screening as defined in Section 9 of these International Contractor Payments Beta Service Terms; Financial Information, including bank account and routing numbers, and other such bank information as may be needed in order to transmit a payment to an International Contractor; and Taxpayer Information, including information provided by International Contractors on IRS Tax Form W-8BEN or W-8BEN-E . | — | Removed |
| 12680 | Customer and International Contractor acknowledge and agree that all disclaimers and terms in Section 10 of the Gusto Terms (“Third-Party Services, Websites, and Resources”) apply here in full effect. | — | Removed |
| 12681 | Third-party services handle your information in accordance with their own practices and privacy policies. | — | Removed |
| 12682 | Gusto is not responsible for their policies, practices, or handling of your information. | — | Removed |
| 12683 | For more information please see Gusto’s Privacy Policy . | — | Removed |
| 12684 | Gusto may add or modify this list of Third-Party Services from time to time. | — | Removed |
| 12685 | If Gusto does so, Gusto shall let Customer and International Contractor know either by posting the modified International Contractor Payments Beta Service Agreement on the Platform or Site or through other communications. | — | Removed |
| 12686 | It is important that Customer and International Contractor review the International Contractor Payments Beta Service Agreement whenever Gusto modifies it because if Customer and International Contractor continue to use the Platform or International Contractor Payments Beta Service after Gusto has notified Customer and International Contractor of the modification and the modified International Contractor Payments Beta Service Agreement has been posted on the Platform or Site, Customer or International Contractor is indicating to Gusto that Customer or International Contractor agrees to be bound by the modified International Contractor Payments Beta Service Agreement. 6. | — | Removed |
| 12687 | Restricted Activities User acknowledges and agrees that User will not use the Bill Pay Alpha Service for any of the activities listed below (“Restricted Activities List”): activities that violate any law, statute, ordinance or regulation; activities that relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes or tobacco, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene or pornographic, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law; activities that relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption; or activities that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent, or that relate to any entity or individual included on any global sanction list. 7. | — | Removed |
| 12688 | Bank Account Debiting and Crediting by Gusto and Third-Party Services Without limiting the scope or applicability of Section 8 of the Payroll Terms (“Bank Account Debiting and Crediting”), Customer authorizes Gusto and any applicable Third-Party Services listed in Section 5 of these International Contractor Payments Beta Terms, to initiate debit Entries to the Bank Account in such amounts as are necessary to fund Customer’s amounts to be paid to any International Contractors; pay any fees or charges associated with the International Contractor Payments Beta Service, including, without limitation, (i) finance charges; and (ii) markups, Third-Party Service fees associated with a currency conversion or payment transaction. | — | Removed |
| 12689 | Gusto and its Third-Party Services are not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. | — | Removed |
| 12690 | In the event that such restrictions prevent the transmission of payment, Customer acknowledges and agrees that any fees or markups associated with that payment and paid to Gusto or its Third Party Services are nonrefundable. 8. | — | Removed |
| 12691 | Currency Conversion When processing an International Contractor Payment using expedited payroll processing programs, Customer may submit amounts to be paid to an International Contractor in either United States Dollars (“ USD ”) or a foreign currency (“ Foreign Currency ”). | — | Removed |
| 12692 | Payments processed using the standard schedule of approximately four (4) business days for International Contractors are only available in USD due to the uncertainty and potential fluctuations of foreign exchange rates over the longer period of processing time. | — | Removed |
| 12693 | Payments processed using expedited payroll processing programs will be converted using a foreign exchange rate, and the exchange rate will be determined at or around the time that the Customer enters the payment information, and the exchange rate will be subsequently communicated to Customer via an email notification. | — | Removed |
| 12694 | Gusto’s exchange rate for the payment will be based on: market rates, volatility of the target currency, market conditions, Gusto’s desired rate of return, Third-Party Service fees or markups, and other economic or business factors. | — | Removed |
| 12695 | Customer acknowledges that exchange rates fluctuate dramatically over time and that market conditions and currency volatility may also change dramatically over time. | — | Removed |
| 12696 | In the event that there is a delay in the transmission of the payment due to factors including but not limited to (i) Sanctions Screening or other eligibility screening processes; (ii) bouncebacks from the recipient International Contractor’s financial institution; or (iii) other factors that Gusto may communicate to Customer, Customer acknowledges that a different exchange rate may be applied to Customer’s payment. | — | Removed |
| 12697 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12698 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12699 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12700 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is transmitted or scheduled to be transmitted. | — | Removed |
| 12701 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12702 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 9. | — | Removed |
| 12703 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Beta Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Beta Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Beta Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner’s screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12704 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Beta Service. “ Mandatory Personal Information ” is defined as an International Contractor’s: full legal name, full business name and business ownership information including any direct/indirect beneficial ownership or controlling ownership information that may be solicited by Gusto (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12705 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. | — | Removed |
| 12706 | Customer acknowledges and agrees that Gusto will not refund any processing fees or other markups associated with a payment submitted to an International Contractor if the International Contractor is determined to be ineligible based on the above criteria in Gusto’s or a Third Party Service’s sole discretion. 10. | — | Removed |
| 12707 | Provision and Certification of Required United States Tax Forms In addition to the eligibility requirements set forth in Section 9 of these International Contractor Payments Beta Terms of Service, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s record keeping. | — | Removed |
| 12708 | International Contractor should carefully read the instructions associated with the Instructions for Form W-8BEN or Instructions for Form W-8BEN-E , as applicable. | — | Removed |
| 12709 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said applicable foreign country; and (iii) the income to which payment is sought via the International Payments Beta Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12710 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12711 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. | — | Removed |
| 12712 | Customer agrees to ensure accurate and updated information is included on any initial or subsequent IRS Form W-8BEN or W-8BEN-E provided by Contractor. 11. | — | Removed |
| 12713 | Service Fees and Charges As part of the International Contractor Payments Beta Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12714 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time) in addition to (ii) the “ International Contractor Payments Beta Services Fees ” as displayed by Gusto and agreed to be paid by Customer upon Customer’s submission of an International Contractor Payment. | — | Removed |
| 12715 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Beta Services Fees as they become payable during the Term. | — | Removed |
| 12716 | Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the International Contractor Payments Beta Service that any federal, state, or local governments may impose. | — | Removed |
| 12717 | Any such taxes will be included on Customer’s monthly invoice. | — | Removed |
| 12718 | Gusto does not invoice or charge International Contractors fees for their receipt of payments through the International Contractor Payments Beta Service. | — | Removed |
| 12719 | Gusto is not responsible and will not reimburse International Contractor for any fees directly incurred as a result of an International Contractor Payment, such as but not limited to transaction or foreign exchange fees imposed by International Contractor’s financial institution. | — | Removed |
| 12720 | Customer acknowledges and agrees that markups and fees (including any Third-Party Service markups or fees) applied to a payment will be non-refundable in the event that a payment is not processed due to (i) the ineligibility of the recipient International Contractor as determined by Gusto or a Third Party Service pursuant to Section 9, or; (ii) circumstances beyond Gusto’s control including, but not limited to, bouncebacks or errors from the recipient financial institution; Customer’s or International Contractor’s failure to provide or correct information required by any Third-Party Service or other financial intermediary including banks; incorrect payment or banking information supplied by Customer or International Contractor; any act or omission by one of the Third-Party Services described in Section 5; or any other circumstance beyond Gusto’s control reflected in Section 15 or otherwise. 12. | — | Removed |
| 12721 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Beta Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 12722 | Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 12723 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Beta Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12724 | Any information that Gusto provides in connection with the International Contractor Payments Beta Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12725 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Beta Service. | — | Removed |
| 12726 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12727 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 13. | — | Removed |
| 12728 | Modifications Because the International Contractor Payments Beta Service is still under development, Gusto may change or discontinue all or any part of the International Contractor Payments Beta Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12729 | Gusto may also modify, amend, or restate the International Contractor Payments Beta Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12730 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Beta Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12731 | It is important that Customer review and agree to the International Contractor Payments Beta Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Beta Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Beta Agreement. | — | Removed |
| 12732 | If Customer does not agree to be bound by the modified International Contractor Payments Beta Agreement, then Customer may not continue to use the International Contractor Payments Beta Service. 14. | — | Removed |
| 12733 | Term and Termination The International Contractor Payments Beta Agreement will commence when Customer agrees to the International Contractor Payments Beta Agreement, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the International Contractor Payments Beta Service; and (b) termination of the International Contractor Payments Beta Agreement by Gusto or Customer in accordance with this Section 14 (the “ Term ”). | — | Removed |
| 12734 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Beta Service or the Gusto Services, in accordance with this Section 14 of this International Contractor Payments Beta Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Beta Service in a manner that is inconsistent with these International Contractor Payments Beta Terms of Service. | — | Removed |
| 12735 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Beta Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Beta Service; or (iv) terminate the International Contractor Payments Beta Service and the International Contractor Payments Beta Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Beta Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12736 | Upon any expiration or termination of the International Contractor Payments Beta Agreement, Customer’s right to access and use the International Contractor Payments Beta 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. | — | Removed |
| 12737 | 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 (including, but not limited to, any Third-Party Services listed in these International Contractor Payments Beta Terms), acts or omissions of third-party financial institutions or designated payment recipients, 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. | — | Removed |
| 12738 | In the event that Gusto is unable to transmit a payment for any of these reasons 16. | — | Removed |
| 12739 | 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Beta Service; (ii) violation or alleged violation of the International Contractor Payments Beta Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Beta Service. | — | Removed |
| 12740 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Beta Service. 17. | — | Removed |
| 12741 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Beta Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Beta Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Beta Service; (iv) any penalties which may be incurred by Customer or International Contractor for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to the misclassification of an individual contractor and/or failure to ensure an accurate and/or up to date W-8 form has been submitted to the Gusto platform; or (v) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Beta Service. | — | Removed |
| 12742 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Beta Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12743 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 12744 | Data Privacy In order to provide the International Contractor Payments Beta Service Terms, Gusto may partner with Third Parties Services as described in Section 5 of these International Contractor Payments Beta Service Terms. | — | Removed |
| 12745 | By using the International Contractor Payments Beta Service, Customer authorizes Gusto to submit to the applicable Third Party Service any and all information about Customer as are necessary for Gusto and the Third Party Service to transmit payments to International Contractors including Customer’s and International Contractor’s contact information, banking information, the Mandatory Personal Information, and any other information necessary to complete Sanctions Screening. | — | Removed |
| 12746 | Customer further acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12747 | Gusto’s Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12748 | The International Contractor Payments Beta Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12749 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12750 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12751 | Effective March 25th 2021 to October 19th 2021 Download Table of Contents International Contractor Payments Beta Terms of Service Last Updated: March 24, 2021 These Gusto International Contractor Payments Beta Terms of Service (the “ International Contractor Payments Beta Terms of Service ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ International Contractor Payments Beta Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12752 | (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” and each payment, an “ International Contractor Payment ”) (the “ International Contractor Payments Beta Service ”). | — | Removed |
| 12753 | These International Contractor Payments Beta Terms of Service are “Terms of Service” under the Gusto Terms. | — | Removed |
| 12754 | Capitalized terms used but not otherwise defined in these International Contractor Payments Beta Terms of Service have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12755 | The International Contractor Payments Beta Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12756 | Both the International Contractor and the individual agreeing to these International Contractor Payments Beta Terms of Service on behalf of Customer (the “ Authorized Signatory ”) are encouraged to read the International Contractor Payments Beta Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12757 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Beta Agreement. | — | Removed |
| 12758 | By (i) checking the box presented with these International Contractor Payments Beta Terms of Service, (ii) initiating a payment to using the International Contractor Payments Beta Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Beta Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Beta Agreement. 1. | — | Removed |
| 12759 | These International Contractor Payments Beta Terms of Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12760 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Beta Service in full force and effect. | — | Removed |
| 12761 | If the terms and conditions of these International Contractor Payments Beta Terms of Service 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 or International Contractor’s use of the International Contractor Payments Beta Service will be as follows: the terms and conditions of these International Contractor Payments Beta Terms of Service, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12762 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS BETA SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12763 | Gusto Provision of the International Contractor Payments Beta Service is Governed by the International Contractor Payments Beta Agreement Subject to the terms and conditions of the International Contractor Payments Beta Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Beta Service in accordance with the International Contractor Payments Beta Agreement. 3. | — | Removed |
| 12764 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Beta Terms of Service, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12765 | International Contractor Payments Beta Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Beta Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Beta Service. | — | Removed |
| 12766 | The International Contractor Payments Beta Service shall be limited to (i) allowing Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collecting personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 6 of this Agreement; (iii) assisting Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allowing Customers to process wire payments to International Contractors on the Gusto Platform. 5. | — | Removed |
| 12767 | Currency Conversion When processing an International Contractor Payment, Customer may submit amounts to be paid to an International Contractor in either a foreign currency (" Foreign Currency ") or United States Dollars (“ USD ”). | — | Removed |
| 12768 | Gusto will convert the International Contractor Payment using the then-current foreign exchange rate provided to Gusto by its applicable payment partners. | — | Removed |
| 12769 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12770 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12771 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12772 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is submitted. | — | Removed |
| 12773 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12774 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 6. | — | Removed |
| 12775 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Beta Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Beta Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Beta Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner's screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12776 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Beta Service. “ Mandatory Personal Information ” is defined as an International Contractor’s: full legal name, full business name (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12777 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. 7. | — | Removed |
| 12778 | Provision and Certification of Required United States Tax Forms I n addition to the eligibility requirements set forth in Section 6 of these International Contractor Payments Beta Terms of Service, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12779 | International Contractor should carefully read the instructions associated with the Instructions for Form W-8BEN or Instructions for Form W-8BEN-E , as applicable. | — | Removed |
| 12780 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said eligible foreign country; and (iii) the income to which payment is sought via the International Payments Beta Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12781 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12782 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. 8. | — | Removed |
| 12783 | Service Fees and Charges As part of the International Contractor Payments Beta Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12784 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time); in addition to (ii) the “ International Contractor Payments Beta Services Fees ” as displayed by Gusto and agreed to be paid by Customer upon Customer's submission of an International Contractor Payment. | — | Removed |
| 12785 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Beta Services Fees as they become payable during the Term. | — | Removed |
| 12786 | Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the International Contractor Payments Beta Service that any federal, state, or local governments may impose. | — | Removed |
| 12787 | Any such taxes will be included on Customer’s monthly invoice. | — | Removed |
| 12788 | Gusto does not invoice or charge International Contractors fees for their receipt of payments through the International Contractor Payments Beta Service. | — | Removed |
| 12789 | Gusto is not responsible and will not reimburse International Contractor for any fees directly incurred as a result of an International Contractor Payment, such as but not limited to transaction or foreign exchange fees imposed by International Contractor’s financial institution. 9. | — | Removed |
| 12790 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Beta Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 12791 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Beta Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12792 | Any information that Gusto provides in connection with the International Contractor Payments Beta Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12793 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Beta Service. | — | Removed |
| 12794 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12795 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 12796 | Modifications Because the International Contractor Payments Beta Service is still under development, Gusto may change or discontinue all or any part of the International Contractor Payments Beta Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12797 | Gusto may also modify, amend, or restate the International Contractor Payments Beta Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12798 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Beta Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12799 | It is important that Customer review and agree to the International Contractor Payments Beta Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Beta Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Beta Agreement. | — | Removed |
| 12800 | If Customer does not agree to be bound by the modified International Contractor Payments Beta Agreement, then Customer may not continue to use the International Contractor Payments Beta Service. 11. | — | Removed |
| 12801 | Term and Termination The International Contractor Payments Beta Agreement will commence when Customer agrees to the International Contractor Payments Beta Agreement, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the International Contractor Payments Beta Service; and (b) termination of the International Contractor Payments Beta Agreement by Gusto or Customer in accordance with this Section 11 (the “ Term ”). | — | Removed |
| 12802 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Beta Service or the Gusto Services, in accordance with this Section 11 of this International Contractor Payments Beta Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Beta Service in a manner that is inconsistent with these International Contractor Payments Beta Terms of Service. | — | Removed |
| 12803 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Beta Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Beta Service; or (iv) terminate the International Contractor Payments Beta Service and the International Contractor Payments Beta Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Beta Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12804 | Upon any expiration or termination of the International Contractor Payments Beta Agreement, Customer’s right to access and use the International Contractor Payments Beta 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. 12. | — | Removed |
| 12805 | 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. 13. | — | Removed |
| 12806 | 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Beta Service; (ii) violation or alleged violation of the International Contractor Payments Beta Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Beta Service. | — | Removed |
| 12807 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Beta Service. 14. | — | Removed |
| 12808 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Beta Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Beta Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Beta Service; or (iv) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Beta Service. | — | Removed |
| 12809 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Beta Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12810 | Recovery of the above amount is the sole and exclusive remedy. 15. | — | Removed |
| 12811 | Data Privacy Customer acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12812 | Gusto's Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12813 | The International Contractor Payments Beta Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12814 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12815 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12816 | Effective March 25th 2021 to March 25th 2021 Download Table of Contents International Contractor Payments Beta Terms of Service Last Updated: March 24, 2021 These Gusto International Contractor Payments Beta Terms of Service (the “ International Contractor Payments Beta Terms of Service ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ International Contractor Payments Beta Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 12817 | (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to process wire payments to independent contractors that are non-United States citizens that both have a permanent residence and are being paid for work performed outside the United States (each recipient, an “ International Contractor ” and each payment, an “ International Contractor Payment ”) (the “ International Contractor Payments Beta Service ”). | — | Removed |
| 12818 | These International Contractor Payments Beta Terms of Service are “Terms of Service” under the Gusto Terms. | — | Removed |
| 12819 | Capitalized terms used but not otherwise defined in these International Contractor Payments Beta Terms of Service have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 12820 | The International Contractor Payments Beta Agreement is a legally binding agreement between Gusto and both the Customer and International Contractor, as applicable. | — | Removed |
| 12821 | Both the International Contractor and the individual agreeing to these International Contractor Payments Beta Terms of Service on behalf of Customer (the “ Authorized Signatory ”) are encouraged to read the International Contractor Payments Beta Agreement carefully and to save a copy of it for their records. | — | Removed |
| 12822 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the International Contractor Payments Beta Agreement. | — | Removed |
| 12823 | By (i) checking the box presented with these International Contractor Payments Beta Terms of Service, (ii) initiating a payment to using the International Contractor Payments Beta Service, or (iii) onboarding as an International Contractor for the purpose of receiving a payment using the International Contractor Payments Beta Service, effective as of the date of such action, International Contractor and Customer agree to be bound by the International Contractor Payments Beta Agreement. 1. | — | Removed |
| 12824 | These International Contractor Payments Beta Terms of Service 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 12825 | International Contractor and Customer acknowledge and agree that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to International Contractor and Customer’s use of the International Contractor Payments Beta Service in full force and effect. | — | Removed |
| 12826 | If the terms and conditions of these International Contractor Payments Beta Terms of Service 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 or International Contractor’s use of the International Contractor Payments Beta Service will be as follows: the terms and conditions of these International Contractor Payments Beta Terms of Service, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 12827 | 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 AND INTERNATIONAL CONTRACTOR’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE INTERNATIONAL CONTRACTOR PAYMENTS BETA SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12828 | Gusto Provision of the International Contractor Payments Beta Service is Governed by the International Contractor Payments Beta Agreement Subject to the terms and conditions of the International Contractor Payments Beta Agreement, Gusto agrees to use commercially reasonable efforts to provide Customers and International Contractors with the International Contractor Payments Beta Service in accordance with the International Contractor Payments Beta Agreement. 3. | — | Removed |
| 12829 | Obligations Under the Gusto Terms In addition to the obligations specified in these International Contractor Payments Beta Terms of Service, Customers and International Contractors have certain obligations under the Gusto Terms, including but not limited to obligations to (i) if a Customer, designate an Account Administrator; (ii) be responsible for actions taken under Customer’s or International Contractor’s Account; (iii) follow instructions Gusto provides to Customer and International Contractor with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 12830 | International Contractor Payments Beta Service Provided that Customer and International Contractor meet their obligations and comply with the terms of the International Contractor Payments Beta Agreement, Gusto will provide Customers and International Contractors with the International Contractor Payments Beta Service. | — | Removed |
| 12831 | The International Contractor Payments Beta Service shall be limited to (i) allowing Customers to submit basic information on behalf of and electronically send invitations to International Contractors to onboard to Gusto; (ii) collecting personal information from International Contractors as necessary to perform identity screening, such screening as described in Section 6 of this Agreement; (iii) assisting Customers with United States Internal Revenue Service recordkeeping requirements for International Contractor Payments through the mandatory intake of the W-8BEN or W-8BEN-E tax forms, as applicable; and (iv) provided that International Contractors successfully complete Sanctions Screening, allowing Customers to process wire payments to International Contractors on the Gusto Platform. 5. | — | Removed |
| 12832 | Currency Conversion When processing an International Contractor Payment, Customer may submit amounts to be paid to an International Contractor in either a foreign currency (" Foreign Currency ") or United States Dollars (“ USD ”). | — | Removed |
| 12833 | Gusto will convert the International Contractor Payment using the then-current foreign exchange rate provided to Gusto by its applicable payment partners. | — | Removed |
| 12834 | Customer acknowledges that Gusto may implement minimum payment thresholds, which may vary by country and be updated from time to time. | — | Removed |
| 12835 | If Customer believes that the currency conversion of the International Contractor Payment presented is incorrect, Customer should not submit the International Contractor Payment. | — | Removed |
| 12836 | Once an International Contractor Payment is submitted, Gusto will (i) debit Customer’s designated bank account for the International Contractor Payment in USD; and (ii) initiate a wire payment to the International Contractor in either the Foreign Currency or USD, as selected by the Customer. | — | Removed |
| 12837 | Customer acknowledges and agrees that Customer will be unable to modify or delete an International Contractor Payment after 4pm (Pacific Time) on the business day on which an International Contractor Payment is submitted. | — | Removed |
| 12838 | As such, Customer should carefully review all information and amounts before submitting the International Contractor Payment, including but not limited to: bank institution number, bank name, transit number, bank account number, and Swift code. | — | Removed |
| 12839 | Failure to do so may result in the forfeiture of an International Contractor Payment to the extent that an International Contractor Payment is routed to an incorrect bank account. 6. | — | Removed |
| 12840 | Eligibility and Sanctions Screening In order to qualify as an International Contractor and be eligible to receive payments through the International Contractor Payments Beta Service, the recipient of any payment must: (i) be classified as an independent contractor and not as an employee under applicable employment laws; (ii) be at least eighteen years of age; (iii) permanently reside and perform the work to be paid via the International Contractor Payments Beta Service in an eligible foreign country; (iv) provide Mandatory Personal Information (as defined below), either directly or through Customer, for the purposes of identity verification, fraud protection, risk assessment, permissible payment review, provision of the International Contractor Payments Beta Service, and compliance with Applicable Laws; and (v) successfully pass Gusto and its payment partner's screenings related to identity verification, fraud protection, and risk assessment. | — | Removed |
| 12841 | If an International Contractor does not successfully pass sanctions or related screenings, then International Contractor cannot be paid via the International Contractor Payments Beta Service. “ Mandatory Personal Information ” is defined as an International Contractor’s: full legal name, full business name (if applicable), date of birth, permanent residence, mailing address (if different from permanent residence address), foreign tax identifying number, and bank account information. | — | Removed |
| 12842 | Additional information may be requested and required to confirm eligibility and to complete the sanctions or related screenings. 7. | — | Removed |
| 12843 | Provision and Certification of Required United States Tax Forms I n addition to the eligibility requirements set forth in Section 6 of these International Contractor Payments Beta Terms of Service, International Contractor must fill out, sign and upload to the Gusto Platform an accurate, complete, and certified copy of either IRS Form W-8BEN or W-8BEN-E for the purposes of Gusto and Customer’s recordkeeping. | — | Removed |
| 12844 | International Contractor should carefully read the instructions associated with the Instructions for Form W-8BEN or Instructions for Form W-8BEN-E , as applicable. | — | Removed |
| 12845 | If completing IRS Form W-8BEN or W-8BEN-E, International Contractor must certify under penalties of perjury that: (i) International Contractor is not a U.S. person; (ii) International Contractor is a resident of an eligible foreign country within the meaning of the income tax treaty between the United States and said eligible foreign country; and (iii) the income to which payment is sought via the International Payments Beta Service is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner’s share of a partnership's effectively connected income. | — | Removed |
| 12846 | Once submitted, International Contractor will be unable to modify IRS Form W-8BEN or W-8BEN-E on the Gusto platform. | — | Removed |
| 12847 | If International Contractor changes their permanent address or otherwise needs to amend IRS Form W-8BEN or W-8BEN-E, International Contractor agrees to work directly with Customer to provide Customer and Gusto with such amended Forms. 8. | — | Removed |
| 12848 | Service Fees and Charges As part of the International Contractor Payments Beta Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 12849 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time); in addition to (ii) the “ International Contractor Payments Beta Services Fees ” as displayed by Gusto and agreed to be paid by Customer upon Customer's submission of an International Contractor Payment. | — | Removed |
| 12850 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all International Contractor Payments Beta Services Fees as they become payable during the Term. | — | Removed |
| 12851 | Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the International Contractor Payments Beta Service that any federal, state, or local governments may impose. | — | Removed |
| 12852 | Any such taxes will be included on Customer’s monthly invoice. | — | Removed |
| 12853 | Gusto does not invoice or charge International Contractors fees for their receipt of payments through the International Contractor Payments Beta Service. | — | Removed |
| 12854 | Gusto is not responsible and will not reimburse International Contractor for any fees directly incurred as a result of an International Contractor Payment, such as but not limited to transaction or foreign exchange fees imposed by International Contractor’s financial institution. 9. | — | Removed |
| 12855 | Compliance with Laws Customers and International Contractors must comply with any and all laws, rules, or regulations applicable to the International Contractor Payments Beta Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 12856 | Customer and International Contractor acknowledge and agree that the International Contractor Payments Beta Service does not include: (a) payments to International Contractors not residing and performing work in eligible foreign countries; (b) employment law guidance as it relates to contractor classification; or (c) tax guidance as it relates to U.S. or foreign tax withholding or reporting. | — | Removed |
| 12857 | Any information that Gusto provides in connection with the International Contractor Payments Beta Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 12858 | Gusto highly recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the International Contractor Payments Beta Service. | — | Removed |
| 12859 | Customer acknowledges and agrees that it is solely responsible for reviewing any tax documentation provided by International Contractor for accuracy and completeness. | — | Removed |
| 12860 | International Contractor acknowledges and agrees that it is solely responsible for calculating, filing, and/or remitting taxes owed to any domestic or foreign tax agency related to its receipt of International Contractor Payments. 10. | — | Removed |
| 12861 | Modifications Because the International Contractor Payments Beta Service is still under development, Gusto may change or discontinue all or any part of the International Contractor Payments Beta Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 12862 | Gusto may also modify, amend, or restate the International Contractor Payments Beta Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 12863 | If Gusto does so, Gusto shall let Customer know either by posting the modified International Contractor Payments Beta Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 12864 | It is important that Customer review and agree to the International Contractor Payments Beta Agreement whenever Gusto modifies it because if Customer continues to use the International Contractor Payments Beta Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified International Contractor Payments Beta Agreement. | — | Removed |
| 12865 | If Customer does not agree to be bound by the modified International Contractor Payments Beta Agreement, then Customer may not continue to use the International Contractor Payments Beta Service. 11. | — | Removed |
| 12866 | Term and Termination The International Contractor Payments Beta Agreement will commence when Customer agrees to the International Contractor Payments Beta Agreement, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the International Contractor Payments Beta Service; and (b) termination of the International Contractor Payments Beta Agreement by Gusto or Customer in accordance with this Section 11 (the “ Term ”). | — | Removed |
| 12867 | Gusto reserves the right to suspend or terminate any Customer from the International Contractor Payments Beta Service or the Gusto Services, in accordance with this Section 11 of this International Contractor Payments Beta Agreement, to the extent that Customer or International Contractor utilizes the International Contractor Payments Beta Service in a manner that is inconsistent with these International Contractor Payments Beta Terms of Service. | — | Removed |
| 12868 | Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s or International Contractor’s access to the Gusto Platform or the International Contractor Payments Beta Service; (iii) block Customer’s or International Contractor’s ability to use any particular feature of the International Contractor Payments Beta Service; or (iv) terminate the International Contractor Payments Beta Service and the International Contractor Payments Beta Agreement, in each case with or without notice to Customer or International Contractor, in the event that: (i) Gusto has reason to suspect that Customer or International Contractor may be in violation of the International Contractor Payments Beta Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s or International Contractor’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer or International Contractor has misrepresented any data or information or that Customer or International Contractor has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 12869 | Upon any expiration or termination of the International Contractor Payments Beta Agreement, Customer’s right to access and use the International Contractor Payments Beta 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. 12. | — | Removed |
| 12870 | 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. 13. | — | Removed |
| 12871 | 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) arising out of or in any way connected with Customer’s or International Contractor’s (i) access to the International Contractor Payments Beta Service; (ii) violation or alleged violation of the International Contractor Payments Beta Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the International Contractor Payments Beta Service. | — | Removed |
| 12872 | Lastly, Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Customer or International Contractors in providing the International Contractor Payments Beta Service. 14. | — | Removed |
| 12873 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s or International Contractor’s use or inability to use the International Contractor Payments Beta Service; (ii) any information obtained from or relied upon as a result of the International Contractor Payments Beta Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the International Contractor Payments Beta Service; or (iv) Customer’s or International Contractor’s violation of Applicable Law arising out of or in connection with the International Contractor Payments Beta Service. | — | Removed |
| 12874 | Maximum liability is amounts actually Customer has paid to Gusto for use of the International Contractor Payments Beta Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 12875 | Recovery of the above amount is the sole and exclusive remedy. 15. | — | Removed |
| 12876 | Data Privacy Customer acknowledges and agrees that Gusto is (i) a data controller as it relates to information it collects from Customer about Customer; and (ii) a data processor as it relates to information collected or processed by Customer about International Contractor in order for Customer to hire and/or pay International Contractor via the Gusto Service. | — | Removed |
| 12877 | Gusto's Privacy Policy governs Gusto activities as a data controller. | — | Removed |
| 12878 | The International Contractor Payments Beta Service Terms, in combination with Customer's employment and/or other contracts, set out the roles and responsibilities of each party as it relates to International Contractor's privacy rights. | — | Removed |
| 12879 | Any questions or requests relating to Customer Data should be directed to Customer. | — | Removed |
| 12880 | International Contractor should contact Customer as the data controller in order to exercise International Contractor's privacy rights. | — | Removed |
| 12881 | Human Resources Service Terms Version Version 3.1 (Current) Version 3.0 Version 2.0 Version 1.0 Effective October 24th 2023 Download Table of Contents Last updated July 11, 2022 These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”). | — | Removed |
| 12882 | These HR Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 12883 | Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 12884 | The HR Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 12885 | User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 12886 | If User is agreeing to these HR Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HR Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. | — | Removed |
| 12887 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 12888 | By (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement. 1. | — | Removed |
| 12889 | These HR Terms Are Part of and are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 12890 | If the terms and conditions of these HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services. | — | Removed |
| 12891 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12892 | Gusto’s Provision of the HR Services is Governed by the HR Agreement Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement. 3. | — | Removed |
| 12893 | The HR Support Center is Governed by the HR Support Center Terms Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. | — | Removed |
| 12894 | The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms . | — | Removed |
| 12895 | Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. | — | Removed |
| 12896 | The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. | — | Removed |
| 12897 | If you do not agree to the HR Support Center Terms , then you may not use the HR Support Center. | — | Removed |
| 12898 | User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline. 4. | — | Removed |
| 12899 | Obligations Under the Gusto Terms In addition to the obligations specified in these HR Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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), and Section 13 (General Prohibitions) of the Gusto Terms. 5. | — | Removed |
| 12900 | HR Services Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing , Gusto will provide User with the HR Services. | — | Removed |
| 12901 | The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features. 6. | — | Removed |
| 12902 | No Legal or Professional Advice User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. | — | Removed |
| 12903 | To the extent legal advice is required, User should consult with an attorney. | — | Removed |
| 12904 | User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. | — | Removed |
| 12905 | Gusto encourages Users to consult with attorneys or HR professionals in their jurisdiction with regards to employment or HR issues or questions specific to their organization and/or circumstances. | — | Removed |
| 12906 | Gusto neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor. 7. | — | Removed |
| 12907 | HR Services Fees If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). | — | Removed |
| 12908 | The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. | — | Removed |
| 12909 | Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion. 8. | — | Removed |
| 12910 | Proprietary Rights User acknowledges that the HR Templates constitute Gusto Content. | — | Removed |
| 12911 | User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions). | — | Removed |
| 12912 | Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. | — | Removed |
| 12913 | HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement. | — | Removed |
| 12914 | User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. | — | Removed |
| 12915 | User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. | — | Removed |
| 12916 | Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use. 9. | — | Removed |
| 12917 | Document Vault Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). | — | Removed |
| 12918 | User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the organization, comply with the Gusto Terms, including the first bullet of Section 13 (General Prohibitions), Section 14 (Gusto’s Rights to Monitor User Content and Conduct), and Section 17 (The Platform Can Cause Irrevocable Damage to User Content). | — | Removed |
| 12919 | If User digitally uploads or posts files to the Document Vault that violate the Gusto Terms or Gusto’s storage quota, as determined by Gusto in its sole discretion, Gusto may suspend or terminate User’s access to the Document Vault. | — | Removed |
| 12920 | If User is an employer, then User represents that User has provided any and all notices and information to its employees regarding the foregoing, in compliance with all applicable laws. | — | Removed |
| 12921 | User further represents that User has obtained consent from any party, to the extent User is legally or contractually obligated to obtain such consent, prior to the uploading and sharing of User Content and Modified Content to Employee Pages. | — | Removed |
| 12922 | User may view and/or download certain documents that User uploads to the Document Vault or to which User has been given viewing and/or downloading rights by another User. | — | Removed |
| 12923 | If User is an employer, then if User has granted its employees with viewing and/or downloading access to documents accessible via their Employee Pages, User may not be able to restrict or terminate such access at a later point. | — | Removed |
| 12924 | User acknowledges that Gusto is not responsible for the content, validity, or enforceability of any documents uploaded to the Document Vault or any data contained within those documents. | — | Removed |
| 12925 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the documents uploaded to the Document Vault may be inaccessible and unavailable, with or without notice to User. | — | Removed |
| 12926 | Effective October 20th 2023 to October 24th 2023 Download Table of Contents Last updated July 11, 2022 These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”). | — | Removed |
| 12927 | These HR Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 12928 | Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 12929 | The HR Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 12930 | User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 12931 | If User is agreeing to these HR Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HR Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. | — | Removed |
| 12932 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 12933 | By (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement. 1. | — | Removed |
| 12934 | These HR Terms Are Part of and are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 12935 | If the terms and conditions of these HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services. | — | Removed |
| 12936 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12937 | Gusto’s Provision of the HR Services is Governed by the HR Agreement Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement. 3. | — | Removed |
| 12938 | The HR Support Center is Governed by the HR Support Center Terms Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. | — | Removed |
| 12939 | The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms . | — | Removed |
| 12940 | Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. | — | Removed |
| 12941 | The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. | — | Removed |
| 12942 | If you do not agree to the HR Support Center Terms , then you may not use the HR Support Center. | — | Removed |
| 12943 | User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline. 4. | — | Removed |
| 12944 | Obligations Under the Gusto Terms In addition to the obligations specified in these HR Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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), and Section 13 (General Prohibitions) of the Gusto Terms. 5. | — | Removed |
| 12945 | HR Services Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing , Gusto will provide User with the HR Services. | — | Removed |
| 12946 | The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features. 6. | — | Removed |
| 12947 | No Legal or Professional Advice User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. | — | Removed |
| 12948 | To the extent legal advice is required, User should consult with an attorney. | — | Removed |
| 12949 | User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. | — | Removed |
| 12950 | Gusto encourages Users to consult with attorneys or HR professionals in their jurisdiction with regards to employment or HR issues or questions specific to their organization and/or circumstances. | — | Removed |
| 12951 | Gusto neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor. 7. | — | Removed |
| 12952 | HR Services Fees If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). | — | Removed |
| 12953 | The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. | — | Removed |
| 12954 | Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion. 8. | — | Removed |
| 12955 | Proprietary Rights User acknowledges that the HR Templates constitute Gusto Content. | — | Removed |
| 12956 | User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions). | — | Removed |
| 12957 | Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. | — | Removed |
| 12958 | HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement. | — | Removed |
| 12959 | User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. | — | Removed |
| 12960 | User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. | — | Removed |
| 12961 | Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use. 9. | — | Removed |
| 12962 | Document Vault Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). | — | Removed |
| 12963 | User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the organization, comply with the Gusto Terms, including the first bullet of Section 13 (General Prohibitions), Section 14 (Gusto’s Rights to Monitor User Content and Conduct), and Section 17 (The Platform Can Cause Irrevocable Damage to User Content). | — | Removed |
| 12964 | If User digitally uploads or posts files to the Document Vault that violate the Gusto Terms or Gusto’s storage quota, as determined by Gusto in its sole discretion, Gusto may suspend or terminate User’s access to the Document Vault. | — | Removed |
| 12965 | If User is an employer, then User represents that User has provided any and all notices and information to its employees regarding the foregoing, in compliance with all applicable laws. | — | Removed |
| 12966 | User further represents that User has obtained consent from any party, to the extent User is legally or contractually obligated to obtain such consent, prior to the uploading and sharing of User Content and Modified Content to Employee Pages. | — | Removed |
| 12967 | User may view and/or download certain documents that User uploads to the Document Vault or to which User has been given viewing and/or downloading rights by another User. | — | Removed |
| 12968 | If User is an employer, then if User has granted its employees with viewing and/or downloading access to documents accessible via their Employee Pages, User may not be able to restrict or terminate such access at a later point. | — | Removed |
| 12969 | User acknowledges that Gusto is not responsible for the content, validity, or enforceability of any documents uploaded to the Document Vault or any data contained within those documents. | — | Removed |
| 12970 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the documents uploaded to the Document Vault may be inaccessible and unavailable, with or without notice to User. | — | Removed |
| 12971 | Effective October 20th 2023 to October 20th 2023 Download Table of Contents Last updated July 11, 2022 These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”). | — | Removed |
| 12972 | These HR Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 12973 | Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 12974 | The HR Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 12975 | User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 12976 | If User is agreeing to these HR Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HR Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. | — | Removed |
| 12977 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 12978 | By (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement. 1. | — | Removed |
| 12979 | These HR Terms Are Part of and are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 12980 | If the terms and conditions of these HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services. | — | Removed |
| 12981 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 12982 | Gusto’s Provision of the HR Services is Governed by the HR Agreement Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement. 3. | — | Removed |
| 12983 | The HR Support Center is Governed by the HR Support Center Terms Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. | — | Removed |
| 12984 | The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms . | — | Removed |
| 12985 | Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. | — | Removed |
| 12986 | The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. | — | Removed |
| 12987 | If you do not agree to the HR Support Center Terms , then you may not use the HR Support Center. | — | Removed |
| 12988 | User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline. 4. | — | Removed |
| 12989 | Obligations Under the Gusto Terms In addition to the obligations specified in these HR Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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), and Section 13 (General Prohibitions) of the Gusto Terms. 5. | — | Removed |
| 12990 | HR Services Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing , Gusto will provide User with the HR Services. | — | Removed |
| 12991 | The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features. 6. | — | Removed |
| 12992 | No Legal or Professional Advice User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. | — | Removed |
| 12993 | To the extent legal advice is required, User should consult with an attorney. | — | Removed |
| 12994 | User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. | — | Removed |
| 12995 | Gusto encourages Users to consult with attorneys or HR professionals in their jurisdiction with regards to employment or HR issues or questions specific to their organization and/or circumstances. | — | Removed |
| 12996 | Gusto neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor. 7. | — | Removed |
| 12997 | HR Services Fees If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). | — | Removed |
| 12998 | The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. | — | Removed |
| 12999 | Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion. 8. | — | Removed |
| 13000 | Proprietary Rights User acknowledges that the HR Templates constitute Gusto Content. | — | Removed |
| 13001 | User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions). | — | Removed |
| 13002 | Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. | — | Removed |
| 13003 | HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement. | — | Removed |
| 13004 | User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. | — | Removed |
| 13005 | User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. | — | Removed |
| 13006 | Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use. 9. | — | Removed |
| 13007 | Document Vault Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). | — | Removed |
| 13008 | User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the organization, comply with the Gusto Terms, including the first bullet of Section 13 (General Prohibitions), Section 14 (Gusto’s Rights to Monitor User Content and Conduct), and Section 17 (The Platform Can Cause Irrevocable Damage to User Content). | — | Removed |
| 13009 | If User digitally uploads or posts files to the Document Vault that violate the Gusto Terms or Gusto’s storage quota, as determined by Gusto in its sole discretion, Gusto may suspend or terminate User’s access to the Document Vault. | — | Removed |
| 13010 | If User is an employer, then User represents that User has provided any and all notices and information to its employees regarding the foregoing, in compliance with all applicable laws. | — | Removed |
| 13011 | User further represents that User has obtained consent from any party, to the extent User is legally or contractually obligated to obtain such consent, prior to the uploading and sharing of User Content and Modified Content to Employee Pages. | — | Removed |
| 13012 | User may view and/or download certain documents that User uploads to the Document Vault or to which User has been given viewing and/or downloading rights by another User. | — | Removed |
| 13013 | If User is an employer, then if User has granted its employees with viewing and/or downloading access to documents accessible via their Employee Pages, User may not be able to restrict or terminate such access at a later point. | — | Removed |
| 13014 | User acknowledges that Gusto is not responsible for the content, validity, or enforceability of any documents uploaded to the Document Vault or any data contained within those documents. | — | Removed |
| 13015 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the documents uploaded to the Document Vault may be inaccessible and unavailable, with or without notice to User. | — | Removed |
| 13016 | Effective June 16th 2023 to October 20th 2023 Download Table of Contents Human Resources Service Terms Last updated July 11, 2022 These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”). | — | Removed |
| 13017 | These HR Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13018 | Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 13019 | The HR Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 13020 | User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 13021 | If User is agreeing to these HR Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HR Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. | — | Removed |
| 13022 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 13023 | By (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement. 1. | — | Removed |
| 13024 | These HR Terms Are Part of and are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13025 | If the terms and conditions of these HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services. | — | Removed |
| 13026 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13027 | Gusto’s Provision of the HR Services is Governed by the HR Agreement Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement. 3. | — | Removed |
| 13028 | The HR Support Center is Governed by the HR Support Center Terms Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. | — | Removed |
| 13029 | The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms . | — | Removed |
| 13030 | Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. | — | Removed |
| 13031 | The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. | — | Removed |
| 13032 | If you do not agree to the HR Support Center Terms , then you may not use the HR Support Center. | — | Removed |
| 13033 | User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline. 4. | — | Removed |
| 13034 | Obligations Under the Gusto Terms In addition to the obligations specified in these HR Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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), and Section 13 (General Prohibitions) of the Gusto Terms. 5. | — | Removed |
| 13035 | HR Services Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing , Gusto will provide User with the HR Services. | — | Removed |
| 13036 | The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features. 6. | — | Removed |
| 13037 | No Legal or Professional Advice User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. | — | Removed |
| 13038 | To the extent legal advice is required, User should consult with an attorney. | — | Removed |
| 13039 | User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. | — | Removed |
| 13040 | Gusto encourages Users to consult with attorneys or HR professionals in their jurisdiction with regards to employment or HR issues or questions specific to their organization and/or circumstances. | — | Removed |
| 13041 | Gusto neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor. 7. | — | Removed |
| 13042 | HR Services Fees If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). | — | Removed |
| 13043 | The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. | — | Removed |
| 13044 | Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion. 8. | — | Removed |
| 13045 | Proprietary Rights User acknowledges that the HR Templates constitute Gusto Content. | — | Removed |
| 13046 | User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions). | — | Removed |
| 13047 | Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. | — | Removed |
| 13048 | HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement. | — | Removed |
| 13049 | User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. | — | Removed |
| 13050 | User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. | — | Removed |
| 13051 | Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use. 9. | — | Removed |
| 13052 | Document Vault Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). | — | Removed |
| 13053 | User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the organization, comply with the Gusto Terms, including the first bullet of Section 13 (General Prohibitions), Section 14 (Gusto’s Rights to Monitor User Content and Conduct), and Section 17 (The Platform Can Cause Irrevocable Damage to User Content). | — | Removed |
| 13054 | If User digitally uploads or posts files to the Document Vault that violate the Gusto Terms or Gusto’s storage quota, as determined by Gusto in its sole discretion, Gusto may suspend or terminate User’s access to the Document Vault. | — | Removed |
| 13055 | If User is an employer, then User represents that User has provided any and all notices and information to its employees regarding the foregoing, in compliance with all applicable laws. | — | Removed |
| 13056 | User further represents that User has obtained consent from any party, to the extent User is legally or contractually obligated to obtain such consent, prior to the uploading and sharing of User Content and Modified Content to Employee Pages. | — | Removed |
| 13057 | User may view and/or download certain documents that User uploads to the Document Vault or to which User has been given viewing and/or downloading rights by another User. | — | Removed |
| 13058 | If User is an employer, then if User has granted its employees with viewing and/or downloading access to documents accessible via their Employee Pages, User may not be able to restrict or terminate such access at a later point. | — | Removed |
| 13059 | User acknowledges that Gusto is not responsible for the content, validity, or enforceability of any documents uploaded to the Document Vault or any data contained within those documents. | — | Removed |
| 13060 | From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the documents uploaded to the Document Vault may be inaccessible and unavailable, with or without notice to User. | — | Removed |
| 13061 | Tax-Advantaged Accounts Service Terms Version Version 2.0 (Current) Version 1.0 Effective October 20th 2023 Download Table of Contents Last updated September 26, 2017 These Tax-Advantaged Accounts Service Terms (these “ TAdA Terms ”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ TAdA Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Administrators, LLC (“ WGA ”) agrees to provide to User certain services (the “ TAdA Services ”), including but not limited to services relating to the formation and administration of one or more of the following employee benefit plans (each, a “ Benefit Plan ”) for the benefit of User’s eligible employees (the “ Plan Participants ”): a health flexible spending account (the “ Health FSA ”), dependent care flexible spending account (the “ Dependent Care FSA ”), and/or qualified transportation fringe benefit plan (the “ Commuter Plan ”); and/or facilitation of pre-tax contributions by User’s employees to health savings accounts opened with a custodian made available by WGA (the “ HSA ”). | — | Removed |
| 13062 | The TAdA Services are provided through the website (the “ Site ”), of WGA’s parent ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com. | — | Removed |
| 13063 | A Health FSA is a health flexible spending arrangement maintained pursuant to Sections 105 and 125 of the Internal Revenue Code (the “ Code ”) and a group health plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); a Dependent Care FSA is maintained pursuant to Sections 129 and 125 of the Code; a Commuter Plan is subject to Section 132 of the Code; and pre-tax HSA contributions are subject to Sections 125 and 223 of the Code. | — | Removed |
| 13064 | These TAdA Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13065 | Capitalized terms used but not otherwise defined in these TAdA Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 13066 | The TAdA Agreement is a legally binding agreement between User and WGA. | — | Removed |
| 13067 | User is encouraged to read the TAdA Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 13068 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the TAdA Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 13069 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 13070 | By clicking the applicable button to indicate User’s acceptance of the TAdA Agreement, or by accessing or using the TAdA Services, User agrees, effective as of the date of such action, to be bound by the TAdA Agreement. 1. | — | Removed |
| 13071 | These TAdA Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13072 | If the terms and conditions of these TAdA Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these TAdA Terms shall control with respect to the provision of the TAdA Services. | — | Removed |
| 13073 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND WGA’S LIABILITY, GUSTO’S AND WGA’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE TADA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13074 | WGA’s Provision of the TAdA Services Is Governed by the TAdA Agreement Subject to the terms and conditions of the TAdA Agreement, WGA agrees to use reasonable efforts to provide User the TAdA Services in accordance with the TAdA Agreement. 3. | — | Removed |
| 13075 | Obligations Under the Gusto Terms In addition to the obligations specified in these TAdA Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for WGA to perform the TAdA Services and maintain the accuracy and completeness of such information; (iv) notify WGA of third-party notices from government agencies such as the Internal Revenue Service (the “ IRS ”) and the Department of Labor (the “ DOL ”), which could affect WGA’s ability to effectively provide the TAdA Services, or which could increase the likelihood that a Claim is brought against User or WGA in connection with the TAdA Services; and (v) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 13076 | TAdA Services WGA shall provide the TAdA Services, which consist of services facilitating User’s provision of one or more of the following Benefit Plans for the benefit of Plan Participants: Health FSA, Dependent Care FSA, Commuter Plan, and HSA. | — | Removed |
| 13077 | User acknowledges that WGA does not directly provide, sponsor, fund, or underwrite any Benefit Plan. | — | Removed |
| 13078 | The TAdA Services shall assist User in providing such Benefit Plans for the benefit of Plan Participants, as follows: the formation and administration of a Health FSA, Dependent Care FSA, and/or Commuter Plan; and/or the facilitation of contributions to HSAs established with the custodian made available by WGA. | — | Removed |
| 13079 | The TAdA Services shall not include any provision of legal, financial, or professional advice, and no statement by WGA in marketing, selling, and providing the TAdA Services shall be construed as legal, financial, or professional advice. | — | Removed |
| 13080 | WGA is not and shall not act as a fiduciary, in any capacity, with respect to any Benefit Plan. | — | Removed |
| 13081 | If User requests that WGA provide TAdA Services relating to User’s Benefit Plan, User agrees to adopt the applicable provisions set forth in each Benefit Plan’s respective plan document that WGA makes available to User, and any amendments thereto (the “Plan Document”), unless agreed to otherwise in writing. | — | Removed |
| 13082 | If User requests that WGA facilitate Plan Participants’ contributions to HSAs as described herein, User agrees to enter into a custodial agreement with the custodian made available to User by WGA. 5. | — | Removed |
| 13083 | Funding of Claims User acknowledges and agrees that User is solely responsible and liable for funding all benefits payable under the Health FSA, Dependent Care FSA, and Commuter Plan, as applicable. | — | Removed |
| 13084 | WGA has no financial liability or responsibility for the payment of any Benefit Plan benefit or claim. | — | Removed |
| 13085 | To facilitate the payment of any Health FSA, Dependent Care FSA, or Commuter Plan claims, User agrees to establish one or more general assets bank accounts in User’s name and provide WGA, and any third party WGA may appoint, with check-writing authority with respect to such designated bank account. | — | Removed |
| 13086 | To ensure timely payment of Health FSA, Dependent Care FSA or Commuter Plan claims, as applicable, User may elect to be periodically notified of the amount necessary to pay approved claims by WGA. | — | Removed |
| 13087 | If the amount in such general assets bank account is insufficient to pay approved claims, User agrees to transfer the appropriate funds to such general assets bank account within 24 hours of such notice and take any other action that is necessary to permit WGA to pay approved claims from such general assets bank account, and facilitate such transfers. | — | Removed |
| 13088 | If at any time User fails to timely transfer funds to the designated general assets account to allow WGA to timely pay any approved claim, WGA may pay such claim. | — | Removed |
| 13089 | In such case, User is required to reimburse WGA within two (2) business days of notification by WGA of such payment and reimbursement obligation. | — | Removed |
| 13090 | User acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must make available the funds to be deposited into each HSA account associated with a Plan Participant. | — | Removed |
| 13091 | User assumes liability for any errors in crediting an HSA, including over-crediting an HSA, due to inaccurate or false information provided by User or Plan Participants. | — | Removed |
| 13092 | User acknowledges that WGA cannot reverse transfer of funds to an HSA in all circumstances, even if such transfer is excessive or otherwise in error. | — | Removed |
| 13093 | While WGA will use its reasonable best efforts to facilitate reversals from HSAs, User agrees to hold WGA harmless for liabilities incurred as a result of transfers to HSAs. User assumes liability for costs and expenses associated with correcting such crediting errors. 6. | — | Removed |
| 13094 | Plan Document User agrees to adopt a Plan Document in conformity with all applicable law. | — | Removed |
| 13095 | Once User adopts a Plan Document, User bears responsibility of fulfilling the obligations described in the Plan Document. | — | Removed |
| 13096 | WGA shall incur no liability relating to any breach, waiver, alteration, or modification of the Plan Document. | — | Removed |
| 13097 | In the course of providing the TAdA Services, WGA will provide summary plan description templates and related forms for User’s review, completion, and adoption using the Site. | — | Removed |
| 13098 | WGA will facilitate the distribution of adopted Plan Documents to Plan Participants through the Site. | — | Removed |
| 13099 | If User amends or otherwise modifies any term of the Plan Document without WGA’s prior written consent, User must notify WGA in writing of the amendment or modification at least 30 days prior to the effective date of the amendment or modification and provide WGA with the amendment or modification in writing. | — | Removed |
| 13100 | WGA shall not administer such amendment unless and until it has agreed to administer the amendment in writing. | — | Removed |
| 13101 | If WGA proposes a change to the Plan Document it has furnished to User, the amendment or restated Plan Document will be provided to User by WGA and will become effective as of the date specified in the amendment or restated Plan Document. | — | Removed |
| 13102 | If User objects to such amendment or any term in the restated Plan Document, User will have 30 days to notify WGA of User’s objection in writing. | — | Removed |
| 13103 | User and WGA agree to employ all reasonable efforts to resolve such issue to the mutual satisfaction of the parties. 7. | — | Removed |
| 13104 | User Obligations User acknowledges that, in order for WGA to provide the TAdA Services, User must (i) ensure that the summary plan descriptions, Plan Documents, and any other documentation are accurately completed and timely adopted in accordance with all applicable laws; (ii) provide final versions of adopted Plan Documents to WGA for its use in connection with provision of the TAdA Services; (iii) distribute summary plan descriptions, summaries of plan modifications, and other plan documentation to Plan Participants in a timely manner; (iv) provide WGA with accurate and complete initial enrollment and eligibility data for each Plan Participant and notify WGA, through the Site, of changes to any Plan Participant’s enrollment and eligibility data, status, or benefit election, including, but not limited to, leaves of absence and terminations; (v) inform WGA of any errors in Plan Participants’ data of which User becomes aware, and correct such errors according to the method advised by WGA; (vi) advise Plan Participants of benefit election deadlines and ensure that Plan Participants complete subscription materials prior to such deadlines; and (vii) satisfy all reporting, disclosure, and notice requirements under applicable law. | — | Removed |
| 13105 | User represents and certifies that (i) User has determined that proposed and existing Plan Participants are eligible to participate in each Benefit Plan for which TAdA Services are currently provided or sought; and (ii) information relating to Plan Participants’ enrollment in each such Benefit Plan, including current mailing addresses, is accurate and complete. | — | Removed |
| 13106 | User acknowledges that, in order for WGA to provide User with TAdA Services relating to Health FSAs and/or Dependent Care FSAs, User must (i) process second level and final appeals of any claim for benefits, and (ii) provide Plan Participants who participate under the Grace Period, Carryover, and Run-Out features (each as defined in IRS Notice 2013-71) of any applicable Health FSA or Dependent Care FSA (if User elects to offer such features in the adopted Plan Document) with the appropriate information, and continue to remit payment for these participants, even if they are no longer employees of User’s organization. | — | Removed |
| 13107 | In connection with WGA’s provision of TAdA Services relating to HSAs, User understands, acknowledges, and agrees to the following: (i) User is responsible for the design, funding, and operation of the HSA, including compliance with the Code and other applicable law; (ii) WGA will withdraw funds from User’s account and will deposit such funds into Plan Participant’s account in the amount of each Plan Participant’s election; (iii) such funds will be managed through a custodian made available by WGA; and (iv) Plan Participants will have an independent contractual relationship for deposit, investment, and related services with the HSA custodian bank, any breach of which shall not result in liability to WGA. | — | Removed |
| 13108 | User further acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must (i) determine whether an employee is eligible to contribute to an HSA, including eligibility relating to United States citizenship and/or residency, and authorization for employment in the United States; (ii) require that Plan Participants complete HSA enrollment procedures in conformity with the TAdA Agreement and any further instructions WGA may provide during the enrollment process; (iii) ensure that each Plan Participant’s salary-reducing HSA contributions do not exceed the maximum limit specified annually by the IRS; (iv) distribute to all Plan Participants all appropriate notices, forms, and disclosures provided by WGA and the plan custodian; (v) provide WGA with all Plan Participant information that WGA requests in connection with initial enrollment or transfer of an HSA account; and (vi) refrain from restraining the transfer or use of HSA funds beyond such restrictions authorized and/or imposed by the Code and other applicable law. | — | Removed |
| 13109 | By enrolling a Plan Participant in an HSA account through WGA, User represents that such Plan Participant is eligible to participate in an HSA program and that information provided to WGA regarding that employee is true and accurate. 8. | — | Removed |
| 13110 | User’s Duty to Abide by Applicable Law User must comply with all laws, including but not limited to the Code and ERISA, as applicable to each Benefit Plan, and make all required filings with governmental agencies, including the IRS and DOL. | — | Removed |
| 13111 | User agrees that the Health Insurance Portability and Accountability Act of 1996, as amended, and the Health Information Technology for Economic and Clinical Health Act, as amended, apply to the Health FSA and HSA. | — | Removed |
| 13112 | User agrees to comply with such law and the terms of the business associate agreement between the parties with respect to the Health FSA and HSA. | — | Removed |
| 13113 | If User becomes aware of any failure or possible failure by User or Plan Participants to comply with any applicable law relating to the Health FSA, Dependent Care FSA, Commuter Plan and/or HSA, as applicable, User must immediately notify WGA in writing of the failure or possible failure and propose corrective action. | — | Removed |
| 13114 | Such notification must include a description of the facts and issues raised by the failure or possible failure. | — | Removed |
| 13115 | User is responsible for correcting any such failure or non-compliance and for reimbursing WGA for any reasonable penalties and expenses WGA may incur related to such correction or failure. | — | Removed |
| 13116 | User acknowledges and agrees that User is solely responsible for determining the legal and tax status of the applicable Benefit Plan, including but not limited to compliance with the Code and ERISA, and their respective implementing regulations and guidance, as applicable. | — | Removed |
| 13117 | User acknowledges and agrees that with respect to the Health FSA, User is the named fiduciary within the meaning of ERISA section 402(a)(2), “plan administrator” within the meaning of ERISA section 3(16)(A), and “plan sponsor” within the meaning of ERISA section 3(16)(B). 9. | — | Removed |
| 13118 | Limitation of Liability WGA disclaims any liability arising from penalties or other consequences associated with use of the Benefit Plan funds for ineligible expenses according to the applicable Plan Document. | — | Removed |
| 13119 | While WGA has procedures in place to prevent the expenditure of Benefit Plan funds for ineligible expenses, it is the User’s sole and ultimate responsibility to ensure Plan Participants use each Benefit Plan only for appropriate eligible expenses. | — | Removed |
| 13120 | WGA disclaims any liability arising from Plan Participants exceeding the annual contribution limit. | — | Removed |
| 13121 | While WGA can limit a Plan Participant’s contributions to a specific Benefit Plan, a Plan Participant may violate contribution limits through contributions to another employer’s Benefit Plan or through a spouse. | — | Removed |
| 13122 | It is User’s sole and ultimate responsibility to ensure that each Plan Participant does not exceed contribution limits. | — | Removed |
| 13123 | WGA makes no representations as to the performance of funds invested through an HSA. | — | Removed |
| 13124 | Any statements, images, charts, graphs, or other media relating to such performance attributable to WGA, Gusto, or their agents should be construed as purely illustrative, and have no relation to the performance of any Plan Participant’s HSA. | — | Removed |
| 13125 | User agrees that WGA shall not be responsible for any interruption in TAdA Services, delay in claims processing, or other error or violation of applicable law as a result of User’s failure to fulfill its obligations under the TAdA Agreement. | — | Removed |
| 13126 | WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF ELIGIBILITY FOR A BENEFIT PLAN; (II) USERS AND PLAN PARTICIPANTS ARE SUBJECT TO REQUIREMENTS PRESCRIBED BY LAW FOR EACH OF THESE SERVICES; (III) WGA RELIES ONLY ON THE REPRESENTATIONS OF USERS AND PLAN PARTICIPANTS OF THE TADA SERVICES IN FACILITATING THE FORMATION AND ADMINISTRATION OF THE BENEFIT PLANS, AND IS NOT LIABLE FOR ANY EXPENSE, PENALTY, OR VIOLATION OF LAW BASED ON SUCH REPRESENTATIONS; (IV) WGA DOES NOT WARRANT THAT ANY CLAIM BY A PLAN PARTICIPANT IS FOR AN ELIGIBLE EXPENSE UNDER ANY TADA SERVICE; AND (V) WGA IS NOT RESPONSIBLE FOR THE DESIGN, IMPLEMENTATION, AMENDMENT OR TERMINATION OF THE BENEFIT PLAN. | — | Removed |
| 13127 | Effective October 17th 2023 to October 20th 2023 Download Table of Contents Tax-Advantaged Accounts Service Terms Last updated September 26, 2017 These Tax-Advantaged Accounts Service Terms (these “ TAdA Terms ”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”) (collectively, the “ TAdA Agreement ”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Administrators, LLC (“ WGA ”) agrees to provide to User certain services (the “ TAdA Services ”), including but not limited to services relating to the formation and administration of one or more of the following employee benefit plans (each, a “ Benefit Plan ”) for the benefit of User’s eligible employees (the “ Plan Participants ”): a health flexible spending account (the “ Health FSA ”), dependent care flexible spending account (the “ Dependent Care FSA ”), and/or qualified transportation fringe benefit plan (the “ Commuter Plan ”); and/or facilitation of pre-tax contributions by User’s employees to health savings accounts opened with a custodian made available by WGA (the “ HSA ”). | — | Removed |
| 13128 | The TAdA Services are provided through the website (the “ Site ”), of WGA’s parent ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”), at www.gusto.com . | — | Removed |
| 13129 | A Health FSA is a health flexible spending arrangement maintained pursuant to Sections 105 and 125 of the Internal Revenue Code (the “ Code ”) and a group health plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); a Dependent Care FSA is maintained pursuant to Sections 129 and 125 of the Code; a Commuter Plan is subject to Section 132 of the Code; and pre-tax HSA contributions are subject to Sections 125 and 223 of the Code. | — | Removed |
| 13130 | These TAdA Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13131 | Capitalized terms used but not otherwise defined in these TAdA Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 13132 | The TAdA Agreement is a legally binding agreement between User and WGA. | — | Removed |
| 13133 | User is encouraged to read the TAdA Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 13134 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the TAdA Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 13135 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 13136 | By clicking the applicable button to indicate User’s acceptance of the TAdA Agreement, or by accessing or using the TAdA Services, User agrees, effective as of the date of such action, to be bound by the TAdA Agreement. 1. | — | Removed |
| 13137 | These TAdA Terms Are Part of and Are Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13138 | If the terms and conditions of these TAdA Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these TAdA Terms shall control with respect to the provision of the TAdA Services. | — | Removed |
| 13139 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND WGA’S LIABILITY, GUSTO’S AND WGA’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE TADA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13140 | WGA’s Provision of the TAdA Services Is Governed by the TAdA Agreement Subject to the terms and conditions of the TAdA Agreement, WGA agrees to use reasonable efforts to provide User the TAdA Services in accordance with the TAdA Agreement. 3. | — | Removed |
| 13141 | Obligations Under the Gusto Terms In addition to the obligations specified in these TAdA Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for WGA to perform the TAdA Services and maintain the accuracy and completeness of such information; (iv) notify WGA of third-party notices from government agencies such as the Internal Revenue Service (the “ IRS ”) and the Department of Labor (the “ DOL ”), which could affect WGA’s ability to effectively provide the TAdA Services, or which could increase the likelihood that a Claim is brought against User or WGA in connection with the TAdA Services; and (v) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 13142 | TAdA Services WGA shall provide the TAdA Services, which consist of services facilitating User’s provision of one or more of the following Benefit Plans for the benefit of Plan Participants: Health FSA, Dependent Care FSA, Commuter Plan, and HSA. | — | Removed |
| 13143 | User acknowledges that WGA does not directly provide, sponsor, fund, or underwrite any Benefit Plan. | — | Removed |
| 13144 | The TAdA Services shall assist User in providing such Benefit Plans for the benefit of Plan Participants, as follows: the formation and administration of a Health FSA, Dependent Care FSA, and/or Commuter Plan; and/or the facilitation of contributions to HSAs established with the custodian made available by WGA. | — | Removed |
| 13145 | The TAdA Services shall not include any provision of legal, financial, or professional advice, and no statement by WGA in marketing, selling, and providing the TAdA Services shall be construed as legal, financial, or professional advice. | — | Removed |
| 13146 | WGA is not and shall not act as a fiduciary, in any capacity, with respect to any Benefit Plan. | — | Removed |
| 13147 | If User requests that WGA provide TAdA Services relating to User’s Benefit Plan, User agrees to adopt the applicable provisions set forth in each Benefit Plan’s respective plan document that WGA makes available to User, and any amendments thereto (the “ Plan Document ”), unless agreed to otherwise in writing. | — | Removed |
| 13148 | If User requests that WGA facilitate Plan Participants’ contributions to HSAs as described herein, User agrees to enter into a custodial agreement with the custodian made available to User by WGA. 5. | — | Removed |
| 13149 | Funding of Claims User acknowledges and agrees that User is solely responsible and liable for funding all benefits payable under the Health FSA, Dependent Care FSA, and Commuter Plan, as applicable. | — | Removed |
| 13150 | WGA has no financial liability or responsibility for the payment of any Benefit Plan benefit or claim. | — | Removed |
| 13151 | To facilitate the payment of any Health FSA, Dependent Care FSA, or Commuter Plan claims, User agrees to establish one or more general assets bank accounts in User’s name and provide WGA, and any third party WGA may appoint, with check-writing authority with respect to such designated bank account. | — | Removed |
| 13152 | To ensure timely payment of Health FSA, Dependent Care FSA or Commuter Plan claims, as applicable, User may elect to be periodically notified of the amount necessary to pay approved claims by WGA. | — | Removed |
| 13153 | If the amount in such general assets bank account is insufficient to pay approved claims, User agrees to transfer the appropriate funds to such general assets bank account within 24 hours of such notice and take any other action that is necessary to permit WGA to pay approved claims from such general assets bank account, and facilitate such transfers. | — | Removed |
| 13154 | If at any time User fails to timely transfer funds to the designated general assets account to allow WGA to timely pay any approved claim, WGA may pay such claim. | — | Removed |
| 13155 | In such case, User is required to reimburse WGA within two (2) business days of notification by WGA of such payment and reimbursement obligation. | — | Removed |
| 13156 | User acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must make available the funds to be deposited into each HSA account associated with a Plan Participant. | — | Removed |
| 13157 | User assumes liability for any errors in crediting an HSA, including over-crediting an HSA, due to inaccurate or false information provided by User or Plan Participants. | — | Removed |
| 13158 | User acknowledges that WGA cannot reverse transfer of funds to an HSA in all circumstances, even if such transfer is excessive or otherwise in error. | — | Removed |
| 13159 | While WGA will use its reasonable best efforts to facilitate reversals from HSAs, User agrees to hold WGA harmless for liabilities incurred as a result of transfers to HSAs. User assumes liability for costs and expenses associated with correcting such crediting errors. 6. | — | Removed |
| 13160 | Plan Document User agrees to adopt a Plan Document in conformity with all applicable law. | — | Removed |
| 13161 | Once User adopts a Plan Document, User bears responsibility of fulfilling the obligations described in the Plan Document. | — | Removed |
| 13162 | WGA shall incur no liability relating to any breach, waiver, alteration, or modification of the Plan Document. | — | Removed |
| 13163 | In the course of providing the TAdA Services, WGA will provide summary plan description templates and related forms for User’s review, completion, and adoption using the Site. | — | Removed |
| 13164 | WGA will facilitate the distribution of adopted Plan Documents to Plan Participants through the Site. | — | Removed |
| 13165 | If User amends or otherwise modifies any term of the Plan Document without WGA’s prior written consent, User must notify WGA in writing of the amendment or modification at least 30 days prior to the effective date of the amendment or modification and provide WGA with the amendment or modification in writing. | — | Removed |
| 13166 | WGA shall not administer such amendment unless and until it has agreed to administer the amendment in writing. | — | Removed |
| 13167 | If WGA proposes a change to the Plan Document it has furnished to User, the amendment or restated Plan Document will be provided to User by WGA and will become effective as of the date specified in the amendment or restated Plan Document. | — | Removed |
| 13168 | If User objects to such amendment or any term in the restated Plan Document, User will have 30 days to notify WGA of User’s objection in writing. | — | Removed |
| 13169 | User and WGA agree to employ all reasonable efforts to resolve such issue to the mutual satisfaction of the parties. 7. | — | Removed |
| 13170 | User Obligations User acknowledges that, in order for WGA to provide the TAdA Services, User must (i) ensure that the summary plan descriptions, Plan Documents, and any other documentation are accurately completed and timely adopted in accordance with all applicable laws; (ii) provide final versions of adopted Plan Documents to WGA for its use in connection with provision of the TAdA Services; (iii) distribute summary plan descriptions, summaries of plan modifications, and other plan documentation to Plan Participants in a timely manner; (iv) provide WGA with accurate and complete initial enrollment and eligibility data for each Plan Participant and notify WGA, through the Site, of changes to any Plan Participant’s enrollment and eligibility data, status, or benefit election, including, but not limited to, leaves of absence and terminations; (v) inform WGA of any errors in Plan Participants’ data of which User becomes aware, and correct such errors according to the method advised by WGA; (vi) advise Plan Participants of benefit election deadlines and ensure that Plan Participants complete subscription materials prior to such deadlines; and (vii) satisfy all reporting, disclosure, and notice requirements under applicable law. | — | Removed |
| 13171 | User represents and certifies that (i) User has determined that proposed and existing Plan Participants are eligible to participate in each Benefit Plan for which TAdA Services are currently provided or sought; and (ii) information relating to Plan Participants’ enrollment in each such Benefit Plan, including current mailing addresses, is accurate and complete. | — | Removed |
| 13172 | User acknowledges that, in order for WGA to provide User with TAdA Services relating to Health FSAs and/or Dependent Care FSAs, User must (i) process second level and final appeals of any claim for benefits, and (ii) provide Plan Participants who participate under the Grace Period, Carryover, and Run-Out features (each as defined in IRS Notice 2013-71) of any applicable Health FSA or Dependent Care FSA (if User elects to offer such features in the adopted Plan Document) with the appropriate information, and continue to remit payment for these participants, even if they are no longer employees of User’s organization. | — | Removed |
| 13173 | In connection with WGA’s provision of TAdA Services relating to HSAs, User understands, acknowledges, and agrees to the following: (i) User is responsible for the design, funding, and operation of the HSA, including compliance with the Code and other applicable law; (ii) WGA will withdraw funds from User’s account and will deposit such funds into Plan Participant’s account in the amount of each Plan Participant’s election; (iii) such funds will be managed through a custodian made available by WGA; and (iv) Plan Participants will have an independent contractual relationship for deposit, investment, and related services with the HSA custodian bank, any breach of which shall not result in liability to WGA. | — | Removed |
| 13174 | User further acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must (i) determine whether an employee is eligible to contribute to an HSA, including eligibility relating to United States citizenship and/or residency, and authorization for employment in the United States; (ii) require that Plan Participants complete HSA enrollment procedures in conformity with the TAdA Agreement and any further instructions WGA may provide during the enrollment process; (iii) ensure that each Plan Participant’s salary-reducing HSA contributions do not exceed the maximum limit specified annually by the IRS; (iv) distribute to all Plan Participants all appropriate notices, forms, and disclosures provided by WGA and the plan custodian; (v) provide WGA with all Plan Participant information that WGA requests in connection with initial enrollment or transfer of an HSA account; and (vi) refrain from restraining the transfer or use of HSA funds beyond such restrictions authorized and/or imposed by the Code and other applicable law. | — | Removed |
| 13175 | By enrolling a Plan Participant in an HSA account through WGA, User represents that such Plan Participant is eligible to participate in an HSA program and that information provided to WGA regarding that employee is true and accurate. 8. | — | Removed |
| 13176 | User’s Duty to Abide by Applicable Law User must comply with all laws, including but not limited to the Code and ERISA, as applicable to each Benefit Plan, and make all required filings with governmental agencies, including the IRS and DOL. | — | Removed |
| 13177 | User agrees that the Health Insurance Portability and Accountability Act of 1996, as amended, and the Health Information Technology for Economic and Clinical Health Act, as amended, apply to the Health FSA and HSA. | — | Removed |
| 13178 | User agrees to comply with such law and the terms of the business associate agreement between the parties with respect to the Health FSA and HSA. | — | Removed |
| 13179 | If User becomes aware of any failure or possible failure by User or Plan Participants to comply with any applicable law relating to the Health FSA, Dependent Care FSA, Commuter Plan and/or HSA, as applicable, User must immediately notify WGA in writing of the failure or possible failure and propose corrective action. | — | Removed |
| 13180 | Such notification must include a description of the facts and issues raised by the failure or possible failure. | — | Removed |
| 13181 | User is responsible for correcting any such failure or non-compliance and for reimbursing WGA for any reasonable penalties and expenses WGA may incur related to such correction or failure. | — | Removed |
| 13182 | User acknowledges and agrees that User is solely responsible for determining the legal and tax status of the applicable Benefit Plan, including but not limited to compliance with the Code and ERISA, and their respective implementing regulations and guidance, as applicable. | — | Removed |
| 13183 | User acknowledges and agrees that with respect to the Health FSA, User is the named fiduciary within the meaning of ERISA section 402(a)(2), “plan administrator” within the meaning of ERISA section 3(16)(A), and “plan sponsor” within the meaning of ERISA section 3(16)(B). 9. | — | Removed |
| 13184 | Limitation of Liability WGA disclaims any liability arising from penalties or other consequences associated with use of the Benefit Plan funds for ineligible expenses according to the applicable Plan Document. | — | Removed |
| 13185 | While WGA has procedures in place to prevent the expenditure of Benefit Plan funds for ineligible expenses, it is the User’s sole and ultimate responsibility to ensure Plan Participants use each Benefit Plan only for appropriate eligible expenses. | — | Removed |
| 13186 | WGA disclaims any liability arising from Plan Participants exceeding the annual contribution limit. | — | Removed |
| 13187 | While WGA can limit a Plan Participant’s contributions to a specific Benefit Plan, a Plan Participant may violate contribution limits through contributions to another employer’s Benefit Plan or through a spouse. | — | Removed |
| 13188 | It is User’s sole and ultimate responsibility to ensure that each Plan Participant does not exceed contribution limits. | — | Removed |
| 13189 | WGA makes no representations as to the performance of funds invested through an HSA. | — | Removed |
| 13190 | Any statements, images, charts, graphs, or other media relating to such performance attributable to WGA, Gusto, or their agents should be construed as purely illustrative, and have no relation to the performance of any Plan Participant’s HSA. | — | Removed |
| 13191 | User agrees that WGA shall not be responsible for any interruption in TAdA Services, delay in claims processing, or other error or violation of applicable law as a result of User’s failure to fulfill its obligations under the TAdA Agreement. | — | Removed |
| 13192 | WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF ELIGIBILITY FOR A BENEFIT PLAN; (II) USERS AND PLAN PARTICIPANTS ARE SUBJECT TO REQUIREMENTS PRESCRIBED BY LAW FOR EACH OF THESE SERVICES; (III) WGA RELIES ONLY ON THE REPRESENTATIONS OF USERS AND PLAN PARTICIPANTS OF THE TADA SERVICES IN FACILITATING THE FORMATION AND ADMINISTRATION OF THE BENEFIT PLANS, AND IS NOT LIABLE FOR ANY EXPENSE, PENALTY, OR VIOLATION OF LAW BASED ON SUCH REPRESENTATIONS; (IV) WGA DOES NOT WARRANT THAT ANY CLAIM BY A PLAN PARTICIPANT IS FOR AN ELIGIBLE EXPENSE UNDER ANY TADA SERVICE; AND (V) WGA IS NOT RESPONSIBLE FOR THE DESIGN, IMPLEMENTATION, AMENDMENT OR TERMINATION OF THE BENEFIT PLAN. | — | Removed |
| 13193 | Workers’ Compensation Insurance Terms Version Version 3.0 (Current) Version 2.1 Version 2.0 Version 1.0 Effective June 17th 2025 Download Table of Contents Last updated June 17, 2025 These Gusto Workers’ Compensation Insurance Terms (the “ Gusto Workers’ Compensation Insurance Terms ”) together with the Gusto Terms of Service Agreement available at www.gusto.com/legal/terms (the “ Gusto Terms ”), and the NEXT Insurance Terms of Service available at https://www.nextinsurance.com/terms-of-service (the “ NEXT Insurance Service Terms ”) (collectively, the “ Gusto Workers’ Compensation Insurance Customer Agreement ”), set forth the terms and conditions under which ZP Insurance, LLC, a Delaware limited liability company doing business as Gusto (“ Gusto ”) at www.gusto.com (the “ Gusto Platform ”), agrees to provide Employers as defined in the Gusto Terms (each a “ Customer ”, “ you ”, or “ your ”) with access to workers’ compensation insurance services through its partnership with NEXT Insurance (“ NEXT Insurance ”) (collectively, the “ Workers’ Compensation Insurance Service ” as further described in Section 5 below). | — | Removed |
| 13194 | These Gusto Workers’ Compensation Insurance Terms are “Additional Terms” under the Gusto Terms. | — | Removed |
| 13195 | Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 13196 | The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13197 | The Gusto Terms contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13198 | By entering into these Gusto Workers’ Compensation Insurance Terms, you acknowledge that you have read and understood the terms of this agreement and that you agree to be bound by the arbitration provision and class action waiver. | — | Removed |
| 13199 | The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 13200 | Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. | — | Removed |
| 13201 | By (i) clicking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement. 1. | — | Removed |
| 13202 | These Gusto Workers’ Compensation Insurance Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto 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 relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13203 | If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by the terms and conditions of NEXT Insurance Service Terms. | — | Removed |
| 13204 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/LEGAL/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 WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13205 | These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/legal/terms/privacy (the “ Gusto Privacy Policy ”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://www.nextinsurance.com (the “ NEXT Insurance Platform ”). | — | Removed |
| 13206 | The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://www.nextinsurance.com/terms-of-service , and the NEXT Insurance Privacy Policy available at https://www.nextinsurance.com/privacy-policy . | — | Removed |
| 13207 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). | — | Removed |
| 13208 | Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13209 | Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement. 3. | — | Removed |
| 13210 | Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement. 4. | — | Removed |
| 13211 | Obligations Under the Gusto Terms In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, Customer has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) refrain from taking certain prohibited actions, as described in further detail in Section 3 (Unauthorized Third Party Access to Employer Account), Section 8 (Employer Responsibilities Related to the Services), Section 14 (Third-Party Services, Websites, and Resources), and Section 22 (Limitation of Liability) of the Gusto Terms. 5. | — | Removed |
| 13212 | Workers’ Compensation Insurance Service Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. | — | Removed |
| 13213 | The Workers’ Compensation Insurance Service includes (i) the ability for Customer to request workers’ compensation insurance quotes from NEXT Insurance (each a “Workers’ Compensation Insurance Quote”) through the Gusto Platform; (ii) enabling eligible customers to review and accept Workers’ Compensation Insurance Quotes through the Gusto Platform (once accepted, a “Workers’ Compensation Insurance Plan”); and (iii) a technical integration that automatically transmits Customer’s payroll data to NEXT Insurance for the purpose of calculating pay-as-you-go workers’ compensation premiums (the “ Payroll Integration Service ”), eliminating the need for manual reporting. | — | Removed |
| 13214 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. | — | Removed |
| 13215 | Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. | — | Removed |
| 13216 | Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans. 6. | — | Removed |
| 13217 | Compliance with Laws Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service. 7. | — | Removed |
| 13218 | Customer Questions and Complaints Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to addressing questions and issues related to: (a) the technical integration between Gusto’s payroll service and NEXT Insurance; (b) the functionality of the Gusto Platform for requesting quotes; and (c) the general availability of the Workers’ Compensation Insurance Service. | — | Removed |
| 13219 | Any questions, complaints, or disputes related to insurance-specific matters, including but not limited to eligibility, underwriting, management, billing, policy terms, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance. 8. | — | Removed |
| 13220 | Service Fees and Charges Customer acknowledges and agrees to the following fee structure for the Workers’ Compensation Insurance Service: (a) Insurance Policy Fees : NEXT Insurance will bill Customer directly for all premiums and fees related to Customer’s Workers’ Compensation Policy (“Insurance Policy Fees”). | — | Removed |
| 13221 | Customer (i) agrees to pay the Insurance Policy Fees directly to NEXT Insurance; (ii) understands that failure to pay Insurance Policy Fees as they become payable and/or failure to run payroll at least once every calendar month when applicable (e.g. seasonal businesses) may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account for all Insurance Policy Fees as they become payable during the Term. | — | Removed |
| 13222 | (b) Integration Service Fees : Gusto may charge Customer additional fees for the Payroll Integration Service as specified within Customer’s account (“Integration Service Fees”). | — | Removed |
| 13223 | Any such Integration Service Fees will be disclosed to Customer prior to Customer’s acceptance of these Terms and will be billed by Gusto separately from the Insurance Policy Fees. | — | Removed |
| 13224 | Customer shall pay the Integration Service Fees in accordance with the payment obligations set forth in Section 10 of the Gusto Terms. 9. | — | Removed |
| 13225 | Termination of the Workers’ Compensation Insurance Service Gusto may immediately terminate Customer’s access to the Workers’ Compensation Insurance Service at any time, with or without notice or liability to Customer. | — | Removed |
| 13226 | Customer may terminate the Workers’ Compensation Insurance Service at any time by contacting NEXT Insurance directly. | — | Removed |
| 13227 | Customer acknowledges and understands that termination of the Workers’ Compensation Insurance Service (whether by Customer or by Gusto) may not be reversible. | — | Removed |
| 13228 | Customer understands and agrees that Customer’s failure to properly terminate the Workers’ Compensation Insurance Service may result in Gusto continuing to provide the Workers’ Compensation Insurance Service, including, if applicable, the Payroll Integration Service, on Customer’s behalf until such termination is complete, and that Gusto is not liable for any such result or consequences arising therefrom. 10. | — | Removed |
| 13229 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 22 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN. 11. | — | Removed |
| 13230 | Warranty Disclaimer TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13231 | WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13232 | ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13233 | Effective October 23rd 2023 to June 17th 2025 Download Table of Contents Last updated March 10, 2022 These Gusto Workers’ Compensation Insurance Terms (the “ Gusto Workers’ Compensation Insurance Terms ”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “ Gusto Terms ”), the Gusto Payroll Service Terms available at https://www.gusto.com/about/terms/payroll (the “ Payroll Terms ”), and the NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “ NEXT Insurance Service Terms ”) (collectively, the “ Gusto Workers ’ Compensation Insurance Customer Agreement ”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”) at www.gusto.com (the “ Gusto Platform ”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“ NEXT Insurance ”) via the Gusto platform (each, a “ Workers’ Compensation Insurance Quote ”) (the “ Traditional Workers Compensation Service ”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “ Workers’ Compensation Insurance Plan ”) (the “ Workers’ Compensation Insurance – Bind Online Service ”) (collectively, the “ Workers’ Compensation Insurance Service ”). | — | Removed |
| 13234 | These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13235 | Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 13236 | The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13237 | The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 13238 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. | — | Removed |
| 13239 | By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement. 1. | — | Removed |
| 13240 | These Gusto Workers’ Compensation Insurance 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 relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13241 | If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance 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 NEXT Insurance Service Terms. | — | Removed |
| 13242 | THE GUSTO TERMS, AVAILABLE AT WWW.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 WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13243 | These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “ NEXT Insurance Platform ”). | — | Removed |
| 13244 | The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/ , and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy . | — | Removed |
| 13245 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). | — | Removed |
| 13246 | Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13247 | Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement. 3. | — | Removed |
| 13248 | Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement. 4. | — | Removed |
| 13249 | Obligations Under the Gusto Terms In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, Customer has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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. | — | Removed |
| 13250 | Workers’ Compensation Insurance Service Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. | — | Removed |
| 13251 | The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. | — | Removed |
| 13252 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13253 | The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. | — | Removed |
| 13254 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13255 | Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. | — | Removed |
| 13256 | Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans. 6. | — | Removed |
| 13257 | Compliance with Laws Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service. 7. | — | Removed |
| 13258 | Customer Questions and Complaints Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. | — | Removed |
| 13259 | Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance. 8. | — | Removed |
| 13260 | Service Fees and Charges As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “ Workers’ Compensation Fees ”). | — | Removed |
| 13261 | Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term. 9. | — | Removed |
| 13262 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN. 10. | — | Removed |
| 13263 | Warranty Disclaimer TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13264 | WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13265 | ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13266 | Effective October 20th 2023 to October 23rd 2023 Download Table of Contents Last updated March 10, 2022 These Gusto Workers’ Compensation Insurance Terms (the “ Gusto Workers’ Compensation Insurance Terms ”) together with the Gusto Terms of Service Agreement available at 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 NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “ NEXT Insurance Service Terms ”) (collectively, the “ Gusto Workers ’ Compensation Insurance Customer Agreement ”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”) at www.gusto.com (the “ Gusto Platform ”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“ NEXT Insurance ”) via the Gusto platform (each, a “ Workers’ Compensation Insurance Quote ”) (the “ Traditional Workers Compensation Service ”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “ Workers’ Compensation Insurance Plan ”) (the “ Workers’ Compensation Insurance – Bind Online Service ”) (collectively, the “ Workers’ Compensation Insurance Service ”). | — | Removed |
| 13267 | These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13268 | Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 13269 | The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13270 | The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 13271 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. | — | Removed |
| 13272 | By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement. 1. | — | Removed |
| 13273 | These Gusto Workers’ Compensation Insurance 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 relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13274 | If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance 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 NEXT Insurance Service Terms. | — | Removed |
| 13275 | THE GUSTO TERMS, AVAILABLE AT WWW.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 WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13276 | These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “ NEXT Insurance Platform ”). | — | Removed |
| 13277 | The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/, and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy. | — | Removed |
| 13278 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). | — | Removed |
| 13279 | Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13280 | Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement. 3. | — | Removed |
| 13281 | Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement. 4. | — | Removed |
| 13282 | Obligations Under the Gusto Terms In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, Customer has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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. | — | Removed |
| 13283 | Workers’ Compensation Insurance Service Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. | — | Removed |
| 13284 | The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. | — | Removed |
| 13285 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13286 | The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. | — | Removed |
| 13287 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13288 | Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. | — | Removed |
| 13289 | Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans. 6. | — | Removed |
| 13290 | Compliance with Laws Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service. 7. | — | Removed |
| 13291 | Customer Questions and Complaints Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. | — | Removed |
| 13292 | Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance. 8. | — | Removed |
| 13293 | Service Fees and Charges As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “ Workers’ Compensation Fees ”). | — | Removed |
| 13294 | Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term. 9. | — | Removed |
| 13295 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN. 10. | — | Removed |
| 13296 | Warranty Disclaimer TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13297 | WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13298 | ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13299 | Effective October 17th 2023 to October 20th 2023 Download Table of Contents Gusto Workers’ Compensation Insurance Terms Last updated March 10, 2022 These Gusto Workers’ Compensation Insurance Terms (the “ Gusto Workers’ Compensation Insurance Terms ”) together with the Gusto Terms of Service Agreement available at 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 NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “ NEXT Insurance Service Terms ”) (collectively, the “ Gusto Workers’ Compensation Insurance Customer Agreement ”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”) at www.gusto.com (the “ Gusto Platform ”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“ NEXT Insurance ”) via the Gusto platform (each, a “ Workers’ Compensation Insurance Quote ”) (the “ Traditional Workers Compensation Service ”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “ Workers’ Compensation Insurance Plan ”) (the “ Workers’ Compensation Insurance – Bind Online Service ”) (collectively, the “ Workers’ Compensation Insurance Service ”). | — | Removed |
| 13300 | These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13301 | Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 13302 | The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13303 | The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 13304 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. | — | Removed |
| 13305 | By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement. 1. | — | Removed |
| 13306 | These Gusto Workers’ Compensation Insurance 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 relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13307 | If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance 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 NEXT Insurance Service Terms. | — | Removed |
| 13308 | THE GUSTO TERMS, AVAILABLE AT WWW.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 WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13309 | These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “ NEXT Insurance Platform ”). | — | Removed |
| 13310 | The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/ , and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy . | — | Removed |
| 13311 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “ Platforms ”). | — | Removed |
| 13312 | Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13313 | Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement. 3. | — | Removed |
| 13314 | Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement. 4. | — | Removed |
| 13315 | Obligations Under the Gusto Terms In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, Customer has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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. | — | Removed |
| 13316 | Workers’ Compensation Insurance Service Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. | — | Removed |
| 13317 | The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. | — | Removed |
| 13318 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13319 | The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. | — | Removed |
| 13320 | Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. | — | Removed |
| 13321 | Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. | — | Removed |
| 13322 | Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans. 6. | — | Removed |
| 13323 | Compliance with Laws Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service. 7. | — | Removed |
| 13324 | Customer Questions and Complaints Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. | — | Removed |
| 13325 | Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance. 8. | — | Removed |
| 13326 | Service Fees and Charges As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “ Workers’ Compensation Fees ”). | — | Removed |
| 13327 | Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term. 9. | — | Removed |
| 13328 | Limitation of Liability WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN. 10. | — | Removed |
| 13329 | Warranty Disclaimer TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13330 | WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE 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. | — | Removed |
| 13331 | ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13332 | Kiosk Service Terms Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last Updated September 20, 2023 These Time Kiosk Service Terms (“ Time Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Time Kiosk Service ”) through the Platform. | — | Removed |
| 13333 | Capitalized terms used but not defined in these Time Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13334 | To the extent any Time Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13335 | These Time Kiosk Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13336 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13337 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13338 | Time Kiosk Service This Agreement will take effect at the time the Customer clicks to confirm acceptance of the Time Kiosk Service in the Gusto Account. | — | Removed |
| 13339 | Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Time Kiosk Service. | — | Removed |
| 13340 | Customer agrees to pay the fees for the Time Kiosk Service as listed at https://gusto.com/product/pricing or other applicable posted or agreed upon rates (“ Service Fees ”). | — | Removed |
| 13341 | Gusto reserves the right to change the Service Fees for the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13342 | In any such event, Gusto will notify Customer of the change in advance. | — | Removed |
| 13343 | Customer’s continued use of the Time Kiosk Service after a Service Fee change constitutes Customer’s acceptance of the change. | — | Removed |
| 13344 | Unless we state otherwise, Service Fees are charged for any full or partial calendar months in which Customer is enrolled in the Time Kiosk Service, even if the Customer does not use the Service in such month. | — | Removed |
| 13345 | Gusto will invoice Customer for all Service Fees. | — | Removed |
| 13346 | Customer authorizes Gusto to debit the Bank Account for all applicable Service fees on a monthly basis in arrears as they become payable. | — | Removed |
| 13347 | Customer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 13348 | If we are unable to collect Service Fees from Customer by the payment due date for any reason, or if Customer attempts to cancel or claw back fees properly debited by Gusto from Customer’s Bank Account under these Time Kiosk Terms, we may terminate or suspend access to the Time Kiosk Service from Customer Account until we receive the outstanding amounts due. | — | Removed |
| 13349 | The Time Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13350 | Gusto reserves the right to modify, update or discontinue the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13351 | Customer may cancel or remove Time Kiosk Service at any time by (a) taking action within the Gusto Account; (b) contacting the Gusto Customer Support team by emailing [email protected] ; or (c) calling (415) 935-0230. 2. | — | Removed |
| 13352 | Customer Acknowledgements Customer understands and acknowledges that the Time Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Time Kiosk Service on the Time Kiosk Device. | — | Removed |
| 13353 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Time Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Time Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Time Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13354 | Customer acknowledges that the Time Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Time Kiosk Service is compatible with Customer’s selected Time Kiosk Device. | — | Removed |
| 13355 | Customer acknowledges that the third party hardware and software on the Time Kiosk Device may impact or negatively affect the performance of the Time Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13356 | Customer understands that use of the Time Kiosk Service does not prevent a user of the Time Kiosk Device from accessing other programs, content, data or software on the Time Kiosk Device (e.g. the Time Kiosk Device desktop). | — | Removed |
| 13357 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13358 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13359 | Customer is Responsible for Security of the Time Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Time Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13360 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Time Kiosk Device. | — | Removed |
| 13361 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13362 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Time Kiosk Service via the Time Kiosk Device. | — | Removed |
| 13363 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on theTime Kiosk Service. | — | Removed |
| 13364 | Effective October 23rd 2023 to November 15th 2024 Download Table of Contents Last Updated September 20, 2023 These Time Kiosk Service Terms (“ Time Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Time Kiosk Service ”) through the Platform. | — | Removed |
| 13365 | Capitalized terms used but not defined in these Time Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13366 | To the extent any Time Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13367 | These Time Kiosk Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13368 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13369 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13370 | Time Kiosk Service This Agreement will take effect at the time the Customer clicks to confirm acceptance of the Time Kiosk Service in the Gusto Account. | — | Removed |
| 13371 | Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Time Kiosk Service. | — | Removed |
| 13372 | Customer agrees to pay the fees for the Time Kiosk Service as listed at https://gusto.com/product/pricing or other applicable posted or agreed upon rates (“ Service Fees ”). | — | Removed |
| 13373 | Gusto reserves the right to change the Service Fees for the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13374 | In any such event, Gusto will notify Customer of the change in advance. | — | Removed |
| 13375 | Customer’s continued use of the Time Kiosk Service after a Service Fee change constitutes Customer’s acceptance of the change. | — | Removed |
| 13376 | Unless we state otherwise, Service Fees are charged for any full or partial calendar months in which Customer is enrolled in the Time Kiosk Service, even if the Customer does not use the Service in such month. | — | Removed |
| 13377 | Gusto will invoice Customer for all Service Fees. | — | Removed |
| 13378 | Customer authorizes Gusto to debit the Bank Account for all applicable Service fees on a monthly basis in arrears as they become payable. | — | Removed |
| 13379 | Customer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 13380 | If we are unable to collect Service Fees from Customer by the payment due date for any reason, or if Customer attempts to cancel or claw back fees properly debited by Gusto from Customer’s Bank Account under these Time Kiosk Terms, we may terminate or suspend access to the Time Kiosk Service from Customer Account until we receive the outstanding amounts due. | — | Removed |
| 13381 | The Time Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13382 | Gusto reserves the right to modify, update or discontinue the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13383 | Customer may cancel or remove Time Kiosk Service at any time by (a) taking action within the Gusto Account; (b) contacting the Gusto Customer Support team by emailing [email protected] ; or (c) calling (415) 935-0230. 2. | — | Removed |
| 13384 | Customer Acknowledgements Customer understands and acknowledges that the Time Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Time Kiosk Service on the Time Kiosk Device. | — | Removed |
| 13385 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Time Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Time Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Time Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13386 | Customer acknowledges that the Time Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Time Kiosk Service is compatible with Customer’s selected Time Kiosk Device. | — | Removed |
| 13387 | Customer acknowledges that the third party hardware and software on the Time Kiosk Device may impact or negatively affect the performance of the Time Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13388 | Customer understands that use of the Time Kiosk Service does not prevent a user of the Time Kiosk Device from accessing other programs, content, data or software on the Time Kiosk Device (e.g. the Time Kiosk Device desktop). | — | Removed |
| 13389 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13390 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13391 | Customer is Responsible for Security of the Time Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Time Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13392 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Time Kiosk Device. | — | Removed |
| 13393 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13394 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Time Kiosk Service via the Time Kiosk Device. | — | Removed |
| 13395 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on theTime Kiosk Service. | — | Removed |
| 13396 | Effective September 20th 2023 to October 23rd 2023 Download Table of Contents Time Kiosk Service Terms Last Updated September 20, 2023 These Time Kiosk Service Terms (“ Time Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Time Kiosk Service ”) through the Platform. | — | Removed |
| 13397 | Capitalized terms used but not defined in these Time Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13398 | To the extent any Time Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13399 | These Time Kiosk Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13400 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13401 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13402 | Time Kiosk Service This Agreement will take effect at the time the Customer clicks to confirm acceptance of the Time Kiosk Service in the Gusto Account. | — | Removed |
| 13403 | Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Time Kiosk Service. | — | Removed |
| 13404 | Customer agrees to pay the fees for the Time Kiosk Service as listed at https://gusto.com/product/pricing or other applicable posted or agreed upon rates (“ Service Fees ”). | — | Removed |
| 13405 | Gusto reserves the right to change the Service Fees for the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13406 | In any such event, Gusto will notify Customer of the change in advance. | — | Removed |
| 13407 | Customer’s continued use of the Time Kiosk Service after a Service Fee change constitutes Customer’s acceptance of the change. | — | Removed |
| 13408 | Unless we state otherwise, Service Fees are charged for any full or partial calendar months in which Customer is enrolled in the Time Kiosk Service, even if the Customer does not use the Service in such month. | — | Removed |
| 13409 | Gusto will invoice Customer for all Service Fees. | — | Removed |
| 13410 | Customer authorizes Gusto to debit the Bank Account for all applicable Service fees on a monthly basis in arrears as they become payable. | — | Removed |
| 13411 | Customer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 13412 | If we are unable to collect Service Fees from Customer by the payment due date for any reason, or if Customer attempts to cancel or claw back fees properly debited by Gusto from Customer’s Bank Account under these Time Kiosk Terms, we may terminate or suspend access to the Time Kiosk Service from Customer Account until we receive the outstanding amounts due. | — | Removed |
| 13413 | The Time Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13414 | Gusto reserves the right to modify, update or discontinue the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13415 | Customer may cancel or remove Time Kiosk Service at any time by (a) taking action within the Gusto Account; (b) contacting the Gusto Customer Support team by emailing [email protected] ; or (c) calling (415) 935-0230. 2. | — | Removed |
| 13416 | Customer Acknowledgements Customer understands and acknowledges that the Time Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Time Kiosk Service on the Time Kiosk Device. | — | Removed |
| 13417 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Time Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Time Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Time Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13418 | Customer acknowledges that the Time Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Time Kiosk Service is compatible with Customer’s selected Time Kiosk Device. | — | Removed |
| 13419 | Customer acknowledges that the third party hardware and software on the Time Kiosk Device may impact or negatively affect the performance of the Time Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13420 | Customer understands that use of the Time Kiosk Service does not prevent a user of the Time Kiosk Device from accessing other programs, content, data or software on the Time Kiosk Device (e.g. the Time Kiosk Device desktop). | — | Removed |
| 13421 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13422 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13423 | Customer is Responsible for Security of the Time Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Time Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13424 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Time Kiosk Device. | — | Removed |
| 13425 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13426 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Time Kiosk Service via the Time Kiosk Device. | — | Removed |
| 13427 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on theTime Kiosk Service. | — | Removed |
| 13428 | Effective September 20th 2023 to September 20th 2023 Download Table of Contents Time Kiosk Service Terms Last Updated September 20, 2023 These Time Kiosk Service Terms (“ Time Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Time Kiosk Service ”) through the Platform. | — | Removed |
| 13429 | Capitalized terms used but not defined in these Time Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13430 | To the extent any Time Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13431 | These Time Kiosk Terms are Additional Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13432 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13433 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13434 | Time Kiosk Service This Agreement will take effect at the time the Customer clicks to confirm acceptance of the Time Kiosk Service in the Gusto Account. | — | Removed |
| 13435 | Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Time Kiosk Service. | — | Removed |
| 13436 | Customer agrees to pay the fees for the Time Kiosk Service as listed at https://gusto.com/product/pricing or other applicable posted or agreed upon rates (“ Service Fees ”). | — | Removed |
| 13437 | Gusto reserves the right to change the Service Fees for the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13438 | In any such event, Gusto will notify Customer of the change in advance. | — | Removed |
| 13439 | Customer’s continued use of the Time Kiosk Service after a Service Fee change constitutes Customer’s acceptance of the change. | — | Removed |
| 13440 | Unless we state otherwise, Service Fees are charged for any full or partial calendar months in which Customer is enrolled in the Time Kiosk Service, even if the Customer does not use the Service in such month. | — | Removed |
| 13441 | Gusto will invoice Customer for all Service Fees. | — | Removed |
| 13442 | Customer authorizes Gusto to debit the Bank Account for all applicable Service fees on a monthly basis in arrears as they become payable. | — | Removed |
| 13443 | Customer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion. | — | Removed |
| 13444 | If we are unable to collect Service Fees from Customer by the payment due date for any reason, or if Customer attempts to cancel or claw back fees properly debited by Gusto from Customer’s Bank Account under these Time Kiosk Terms, we may terminate or suspend access to the Time Kiosk Service from Customer Account until we receive the outstanding amounts due. | — | Removed |
| 13445 | The Time Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13446 | Gusto reserves the right to modify, update or discontinue the Time Kiosk Service at any time in Gusto’s sole discretion. | — | Removed |
| 13447 | Customer may cancel or remove Time Kiosk Service at any time by (a) taking action within the Gusto Account; (b) contacting the Gusto Customer Support team by emailing [email protected] ; or (c) calling (415) 935-0230. 2. | — | Removed |
| 13448 | Customer Acknowledgements Customer understands and acknowledges that the Time Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Time Kiosk Service on the Time Kiosk Device. | — | Removed |
| 13449 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Time Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Time Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Time Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13450 | Customer acknowledges that the Time Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Time Kiosk Service is compatible with Customer’s selected Time Kiosk Device. | — | Removed |
| 13451 | Customer acknowledges that the third party hardware and software on the Time Kiosk Device may impact or negatively affect the performance of the Time Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13452 | Customer understands that use of the Time Kiosk Service does not prevent a user of the Time Kiosk Device from accessing other programs, content, data or software on the Time Kiosk Device (e.g. the Time Kiosk Device desktop). | — | Removed |
| 13453 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13454 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13455 | Customer is Responsible for Security of the Time Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Time Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13456 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Time Kiosk Device. | — | Removed |
| 13457 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13458 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Time Kiosk Service via the Time Kiosk Device. | — | Removed |
| 13459 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on theTime Kiosk Service. | — | Removed |
| 13460 | Effective February 14th 2023 to September 20th 2023 Download Table of Contents Kiosk Service Terms These Kiosk Service Terms (“ Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Kiosk Service ”) through the Platform. | — | Removed |
| 13461 | Capitalized terms used but not defined in these Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13462 | To the extent any Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13463 | These Kiosk Terms are Service Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13464 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13465 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13466 | Kiosk Service Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Kiosk Service. | — | Removed |
| 13467 | The Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13468 | Gusto reserves the right to charge Service Fees for the Kiosk Service, and to change, modify, update or discontinue the Kiosk Service at any time in Gusto’s sole discretion. 2. | — | Removed |
| 13469 | Customer Acknowledgements Customer understands and acknowledges that the Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Kiosk Service on the Kiosk Device. | — | Removed |
| 13470 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13471 | Customer acknowledges that the Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Kiosk Service is compatible with Customer’s selected Kiosk Device. | — | Removed |
| 13472 | Customer acknowledges that the third party hardware and software on the Kiosk Device may impact or negatively affect the performance of the Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13473 | Customer understands that use of the Kiosk Service does not prevent a user of the Kiosk Device from accessing other programs, content, data or software on the Kiosk Device (e.g. the Kiosk Device desktop). | — | Removed |
| 13474 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13475 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13476 | Customer is Responsible for Security of the Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13477 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Kiosk Device. | — | Removed |
| 13478 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13479 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Kiosk Service via the Kiosk Device. | — | Removed |
| 13480 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on the Kiosk Service. | — | Removed |
| 13481 | Effective January 25th 2023 to February 14th 2023 Download Table of Contents Kiosk Service Terms These Kiosk Service Terms (“ Kiosk Terms ”), together with the Gusto Terms of Service (“ Gusto Terms of Service ” available at gusto.com/about/terms) and the Payroll Terms of Service (“ Payroll Terms ” available at gusto.com/about/terms/payroll) (collectively, the “ Agreement ”), contain the terms and conditions under which Gusto provides to eligible Users (each a “ Customer ”, “ you ” or “ your ”) certain worker time tracking services (collectively, the “ Kiosk Service ”) through the Platform. | — | Removed |
| 13482 | Capitalized terms used but not defined in these Kiosk Terms have the meanings ascribed to them in the Gusto Terms of Service or the Payroll Terms, as applicable. | — | Removed |
| 13483 | To the extent any Kiosk Terms conflict with terms of the Gusto Terms of Service or the Payroll Terms, the Kiosk Terms will control with respect to the applicable subject matter. | — | Removed |
| 13484 | These Kiosk Terms are Service Terms as defined in the Gusto Terms of Service. | — | Removed |
| 13485 | The Gusto Terms of Service contain an arbitration provision and class action waiver which requires Customer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 13486 | By entering into this Agreement, you acknowledge that you have read and understood the terms of this Agreement and that you agree to be bound by the arbitration provision and class action waiver. 1. | — | Removed |
| 13487 | Kiosk Service Provided that Customer complies with the terms of the Agreement, Gusto will provide Customer with the Kiosk Service. | — | Removed |
| 13488 | The Kiosk Service is limited to (i) enabling certain members of Customer’s company or workforce (“ Designated Workers ”) to physically clock in and clock out by accessing a single designated computer, laptop, tablet, or similar device designated by Customer (“ Kiosk Device ”); and (ii) logging each Designated Worker’s clock in and clock out times in Customer’s Gusto Account. | — | Removed |
| 13489 | Gusto reserves the right to charge Service Fees for the Kiosk Service, and to change, modify, update or discontinue the Kiosk Service at any time in Gusto’s sole discretion. 2. | — | Removed |
| 13490 | Customer Acknowledgements Customer understands and acknowledges that the Kiosk Device must be physically available and accessible to all Designated Workers in order for Designated Workers to clock in and clock out using the Kiosk Service on the Kiosk Device. | — | Removed |
| 13491 | Customer agrees that Customer is solely responsible for monitoring and ensuring the security of the Kiosk Device and any programs, applications or data contained on or available through the device, and that failure to monitor or secure the Kiosk Device may result in theft, hacking, damage, unauthorized access to content or data on the Kiosk Device, among other results, and that Gusto is not liable for any such result. | — | Removed |
| 13492 | Customer acknowledges that the Kiosk Service may not be compatible with all hardware, devices, computers, or tablets and that Gusto is not responsible for ensuring that the Kiosk Service is compatible with Customer’s selected Kiosk Device. | — | Removed |
| 13493 | Customer acknowledges that the third party hardware and software on the Kiosk Device may impact or negatively affect the performance of the Kiosk Service and that Gusto is not responsible for any such impacts or effects. | — | Removed |
| 13494 | Customer understands that use of the Kiosk Service does not prevent a user of the Kiosk Device from accessing other programs, content, data or software on the Kiosk Device (e.g. the Kiosk Device desktop). | — | Removed |
| 13495 | Customer acknowledges that Customer is solely responsible for ensuring the security of any such programs, content, data or software. | — | Removed |
| 13496 | Gusto may provide Customer with security recommendations and suggested best practices, and Customer is solely responsible for any result or consequence of Customer’s failure to implement or abide by such recommendations and suggestions. 3. | — | Removed |
| 13497 | Customer is Responsible for Security of the Kiosk Device Customer understands that Gusto is not responsible for things Gusto cannot control, including but not limited to the actions and omissions of any Designated Workers on the Kiosk Device and the creation or enforcement of information security policies for Customer’s company and Designated Workers. | — | Removed |
| 13498 | Customer understands that Designated Workers will be able to set an individual PIN code used to clock in and out on the Kiosk Device. | — | Removed |
| 13499 | Customer is responsible for instructing Designated Workers to keep their PIN code confidential and secure, and for creating or implementing any information security policies for Customer’s Designated Workers and/or company. | — | Removed |
| 13500 | Customer agrees to notify Gusto immediately in the event that Customer suspects unauthorized access to the Kiosk Service via the Kiosk Device. | — | Removed |
| 13501 | Customer acknowledges that Gusto may not be able to edit or reverse actions taken by unauthorized users on the Kiosk Service. | — | Removed |
| 13502 | State Registration Agreement Version Version 1.0 (Current) Effective October 12th 2023 Download Table of Contents These Gusto State Registration Terms (the “ State Registration Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the CorpNet Terms and Conditions available at https://www.corpnet.com/legal/terms-and-conditions/ (the “ CorpNet Terms ”) (collectively, the “ State Registration Agreement ”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide certain, eligible customers (each, a “ Customer ”) with the opportunity to request, obtain, and review results of state registration service performed by Gusto’s state registration partner, CorpNet, Inc. | — | Removed |
| 13503 | (“ CorpNet ”), a Delaware corporation, via the Gusto Platform (the “ State Registration Service ”). | — | Removed |
| 13504 | These State Registration Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13505 | Capitalized terms used but not otherwise defined in these State Registration Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 13506 | The State Registration Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 13507 | The individual agreeing to these State Registration Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the State Registration Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 13508 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the State Registration Agreement. | — | Removed |
| 13509 | By (i) checking the box presented with these State Registration Terms, (ii) initiating a state registration for any entity using the Gusto Platform, or (iii) accessing or using the State Registration Service, effective as of the date of such action, Customer agrees to be bound by the State Registration Agreement. 1. | — | Removed |
| 13510 | These State Registration Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto 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 relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 13511 | If the terms and conditions of these State Registration Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these State Registration Terms shall control with respect to the State Registration Service. | — | Removed |
| 13512 | 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 STATE REGISTRATION SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 13513 | These State Registration Terms are in Addition to and Separate from the CorpNet Terms These State Registration Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ” ) govern Customers’ access to the State Registration Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by CorpNet via https://www.corpnet.com/ (the “ CorpNet Platform ”). | — | Removed |
| 13514 | The CorpNet Platform is governed by the CorpNet Terms and Conditions, available at https://www.corpnet.com/legal/terms-and-conditions/ , and CorpNet’s Privacy Policy, available at https://www.corpnet.com/legal/privacy-policy/ . | — | Removed |
| 13515 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the CorpNet Platform (the “ Platforms ”). | — | Removed |
| 13516 | Customer acknowledges that, under these State Registration Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13517 | Where any provision governing the Gusto Platform conflicts with any provision governing the CorpNet Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the State Registration Agreement. 3. | — | Removed |
| 13518 | Obligations Under the Gusto Terms In addition to the obligations specified in these State Registration Terms, Customers have certain obligations under the Gusto Terms, including but not limited to obligations to to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides to Customer with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; (v) maintain applicable accounts with providers of Third-Party 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 13519 | State Registration Service Provided that Customer meets its obligations and comply with the terms of the State Registration Agreement, Gusto will provide Customer with the State Registration Service. | — | Removed |
| 13520 | The State Registration Service shall include (i) the ability for Customer to fill out and submit an order through the Gusto Platform for CorpNet’s state registration services (each, a “ State Registration Order ”); (ii) the registration by CorpNet of such Customer’s entity with Customer’s chosen state on behalf of Customer; and (iii) the transmittal by CorpNet of Customer’s registered account information, including applicable tax rates, to Gusto. | — | Removed |
| 13521 | Customer acknowledges that CorpNet, and not Gusto, is responsible for incorporating and/or registering entities on behalf of Customer. | — | Removed |
| 13522 | As such, Customer (a) authorizes CorpNet and its employees, agents, or other designees to act as the incorporator or organizer of the Company, as applicable; (b) acknowledges that the person designated to incorporate or organize for the Company shall have the sole function of filing Company’s Articles of Incorporation and/or other required documents with the appropriate state office; and (c) acknowledges that the individual designated by CorpNet as Company’s incorporator is not a shareholder, member, manager, director, officer, or other interested party and has no real liability, on-going duty, or other significance. 5. | — | Removed |
| 13523 | Service Fees and Charges As part of the State Registration Service, Gusto will invoice Customer, on behalf of CorpNet, for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s State Registration Orders. | — | Removed |
| 13524 | (the “ State Registration Service Fees ”). | — | Removed |
| 13525 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all State Registration Services Fees as they become payable during the Term. | — | Removed |
| 13526 | Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the State Registration Service that any federal, state, or local governments may impose. | — | Removed |
| 13527 | Any such taxes will be included on Customer’s monthly invoice. 6. | — | Removed |
| 13528 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the State Registration Service; (ii) any information obtained from or relied upon as a result of the State Registration Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the State Registration Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the State Registration Service. | — | Removed |
| 13529 | 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. | — | Removed |
| 13530 | 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. | — | Removed |
| 13531 | (“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. | — | Removed |
| 13532 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13533 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13534 | 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. | — | Removed |
| 13535 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13536 | 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. | — | Removed |
| 13537 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13538 | 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. | — | Removed |
| 13539 | 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. | — | Removed |
| 13540 | 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. | — | Removed |
| 13541 | 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. | — | Removed |
| 13542 | 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”). | — | Removed |
| 13543 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13544 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13545 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13546 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13547 | 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. | — | Removed |
| 13548 | 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. | — | Removed |
| 13549 | 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. | — | Removed |
| 13550 | 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. | — | Removed |
| 13551 | 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. | — | Removed |
| 13552 | (the “FCRA”). | — | Removed |
| 13553 | 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. | — | Removed |
| 13554 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13555 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13556 | 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. | — | Removed |
| 13557 | 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. | — | Removed |
| 13558 | 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. | — | Removed |
| 13559 | 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 . | — | Removed |
| 13560 | 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. | — | Removed |
| 13561 | 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. | — | Removed |
| 13562 | 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. | — | Removed |
| 13563 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13564 | 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). | — | Removed |
| 13565 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13566 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13567 | 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. | — | Removed |
| 13568 | 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. | — | Removed |
| 13569 | 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. | — | Removed |
| 13570 | 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. | — | Removed |
| 13571 | 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. | — | Removed |
| 13572 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13573 | 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. | — | Removed |
| 13574 | 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. | — | Removed |
| 13575 | 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. | — | Removed |
| 13576 | 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. | — | Removed |
| 13577 | 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). | — | Removed |
| 13578 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13579 | 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. | — | Removed |
| 13580 | 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. | — | Removed |
| 13581 | 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. | — | Removed |
| 13582 | 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. | — | Removed |
| 13583 | 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. | — | Removed |
| 13584 | 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. | — | Removed |
| 13585 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13586 | 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. | — | Removed |
| 13587 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13588 | 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. | — | Removed |
| 13589 | 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. | — | Removed |
| 13590 | 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. | — | Removed |
| 13591 | 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”). | — | Removed |
| 13592 | 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. | — | Removed |
| 13593 | 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. | — | Removed |
| 13594 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13595 | 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. | — | Removed |
| 13596 | 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. | — | Removed |
| 13597 | 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. | — | Removed |
| 13598 | 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. | — | Removed |
| 13599 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13600 | 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. | — | Removed |
| 13601 | 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. | — | Removed |
| 13602 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13603 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13604 | 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. | — | Removed |
| 13605 | 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. | — | Removed |
| 13606 | (“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. | — | Removed |
| 13607 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13608 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13609 | 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. | — | Removed |
| 13610 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13611 | 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. | — | Removed |
| 13612 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13613 | 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. | — | Removed |
| 13614 | 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. | — | Removed |
| 13615 | 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. | — | Removed |
| 13616 | 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. | — | Removed |
| 13617 | 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”). | — | Removed |
| 13618 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13619 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13620 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13621 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13622 | 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. | — | Removed |
| 13623 | 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. | — | Removed |
| 13624 | 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. | — | Removed |
| 13625 | 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. | — | Removed |
| 13626 | 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. | — | Removed |
| 13627 | (the “FCRA”). | — | Removed |
| 13628 | 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. | — | Removed |
| 13629 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13630 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13631 | 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. | — | Removed |
| 13632 | 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. | — | Removed |
| 13633 | 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. | — | Removed |
| 13634 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 13635 | 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. | — | Removed |
| 13636 | 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. | — | Removed |
| 13637 | 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. | — | Removed |
| 13638 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13639 | 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). | — | Removed |
| 13640 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13641 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13642 | 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. | — | Removed |
| 13643 | 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. | — | Removed |
| 13644 | 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. | — | Removed |
| 13645 | 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. | — | Removed |
| 13646 | 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. | — | Removed |
| 13647 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13648 | 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. | — | Removed |
| 13649 | 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. | — | Removed |
| 13650 | 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. | — | Removed |
| 13651 | 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. | — | Removed |
| 13652 | 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). | — | Removed |
| 13653 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13654 | 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. | — | Removed |
| 13655 | 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. | — | Removed |
| 13656 | 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. | — | Removed |
| 13657 | 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. | — | Removed |
| 13658 | 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. | — | Removed |
| 13659 | 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. | — | Removed |
| 13660 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13661 | 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. | — | Removed |
| 13662 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13663 | 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. | — | Removed |
| 13664 | 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. | — | Removed |
| 13665 | 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. | — | Removed |
| 13666 | 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”). | — | Removed |
| 13667 | 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. | — | Removed |
| 13668 | 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. | — | Removed |
| 13669 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13670 | 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. | — | Removed |
| 13671 | 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. | — | Removed |
| 13672 | 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. | — | Removed |
| 13673 | 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. | — | Removed |
| 13674 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13675 | 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. | — | Removed |
| 13676 | 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. | — | Removed |
| 13677 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13678 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13679 | Effective October 19th 2023 to November 15th 2024 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. | — | Removed |
| 13680 | 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. | — | Removed |
| 13681 | (“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. | — | Removed |
| 13682 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13683 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13684 | 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. | — | Removed |
| 13685 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13686 | 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. | — | Removed |
| 13687 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13688 | 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. | — | Removed |
| 13689 | 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. | — | Removed |
| 13690 | 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. | — | Removed |
| 13691 | 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. | — | Removed |
| 13692 | 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”). | — | Removed |
| 13693 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13694 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13695 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13696 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13697 | 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. | — | Removed |
| 13698 | 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. | — | Removed |
| 13699 | 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. | — | Removed |
| 13700 | 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. | — | Removed |
| 13701 | 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. | — | Removed |
| 13702 | (the “FCRA”). | — | Removed |
| 13703 | 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. | — | Removed |
| 13704 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13705 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13706 | 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. | — | Removed |
| 13707 | 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. | — | Removed |
| 13708 | 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. | — | Removed |
| 13709 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 13710 | 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. | — | Removed |
| 13711 | 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. | — | Removed |
| 13712 | 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. | — | Removed |
| 13713 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13714 | 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). | — | Removed |
| 13715 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13716 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13717 | 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. | — | Removed |
| 13718 | 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. | — | Removed |
| 13719 | 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. | — | Removed |
| 13720 | 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. | — | Removed |
| 13721 | 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. | — | Removed |
| 13722 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13723 | 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. | — | Removed |
| 13724 | 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. | — | Removed |
| 13725 | 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. | — | Removed |
| 13726 | 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. | — | Removed |
| 13727 | 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). | — | Removed |
| 13728 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13729 | 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. | — | Removed |
| 13730 | 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. | — | Removed |
| 13731 | 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. | — | Removed |
| 13732 | 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. | — | Removed |
| 13733 | 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. | — | Removed |
| 13734 | 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. | — | Removed |
| 13735 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13736 | 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. | — | Removed |
| 13737 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13738 | 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. | — | Removed |
| 13739 | 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. | — | Removed |
| 13740 | 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. | — | Removed |
| 13741 | 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”). | — | Removed |
| 13742 | 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. | — | Removed |
| 13743 | 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. | — | Removed |
| 13744 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13745 | 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. | — | Removed |
| 13746 | 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. | — | Removed |
| 13747 | 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. | — | Removed |
| 13748 | 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. | — | Removed |
| 13749 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13750 | 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. | — | Removed |
| 13751 | 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. | — | Removed |
| 13752 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13753 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13754 | Effective October 19th 2023 to October 19th 2023 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. | — | Removed |
| 13755 | 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. | — | Removed |
| 13756 | (“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. | — | Removed |
| 13757 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13758 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13759 | 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. | — | Removed |
| 13760 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13761 | 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. | — | Removed |
| 13762 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13763 | 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. | — | Removed |
| 13764 | 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. | — | Removed |
| 13765 | 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. | — | Removed |
| 13766 | 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. | — | Removed |
| 13767 | 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”). | — | Removed |
| 13768 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13769 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13770 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13771 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13772 | 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. | — | Removed |
| 13773 | 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. | — | Removed |
| 13774 | 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. | — | Removed |
| 13775 | 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. | — | Removed |
| 13776 | 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. | — | Removed |
| 13777 | (the “FCRA”). | — | Removed |
| 13778 | 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. | — | Removed |
| 13779 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13780 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13781 | 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. | — | Removed |
| 13782 | 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. | — | Removed |
| 13783 | 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. | — | Removed |
| 13784 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 13785 | 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. | — | Removed |
| 13786 | 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. | — | Removed |
| 13787 | 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. | — | Removed |
| 13788 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13789 | 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). | — | Removed |
| 13790 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13791 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13792 | 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. | — | Removed |
| 13793 | 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. | — | Removed |
| 13794 | 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. | — | Removed |
| 13795 | 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. | — | Removed |
| 13796 | 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. | — | Removed |
| 13797 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13798 | 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. | — | Removed |
| 13799 | 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. | — | Removed |
| 13800 | 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. | — | Removed |
| 13801 | 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. | — | Removed |
| 13802 | 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). | — | Removed |
| 13803 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13804 | 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. | — | Removed |
| 13805 | 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. | — | Removed |
| 13806 | 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. | — | Removed |
| 13807 | 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. | — | Removed |
| 13808 | 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. | — | Removed |
| 13809 | 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. | — | Removed |
| 13810 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13811 | 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. | — | Removed |
| 13812 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13813 | 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. | — | Removed |
| 13814 | 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. | — | Removed |
| 13815 | 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. | — | Removed |
| 13816 | 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”). | — | Removed |
| 13817 | 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. | — | Removed |
| 13818 | 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. | — | Removed |
| 13819 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13820 | 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. | — | Removed |
| 13821 | 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. | — | Removed |
| 13822 | 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. | — | Removed |
| 13823 | 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. | — | Removed |
| 13824 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13825 | 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. | — | Removed |
| 13826 | 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. | — | Removed |
| 13827 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13828 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13829 | Effective October 19th 2023 to October 19th 2023 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. | — | Removed |
| 13830 | 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. | — | Removed |
| 13831 | (“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. | — | Removed |
| 13832 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13833 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13834 | 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. | — | Removed |
| 13835 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13836 | 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. | — | Removed |
| 13837 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13838 | 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. | — | Removed |
| 13839 | 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. | — | Removed |
| 13840 | 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. | — | Removed |
| 13841 | 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. | — | Removed |
| 13842 | These Background Check Terms are in Addition to and Separate from the Checkr Service Terms 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”). | — | Removed |
| 13843 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13844 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13845 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13846 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13847 | 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. | — | Removed |
| 13848 | 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. | — | Removed |
| 13849 | 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. | — | Removed |
| 13850 | 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. | — | Removed |
| 13851 | 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. | — | Removed |
| 13852 | (the “FCRA”). | — | Removed |
| 13853 | 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. | — | Removed |
| 13854 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13855 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13856 | 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. | — | Removed |
| 13857 | 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. | — | Removed |
| 13858 | 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. | — | Removed |
| 13859 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 13860 | 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. | — | Removed |
| 13861 | 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. | — | Removed |
| 13862 | 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. | — | Removed |
| 13863 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13864 | 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). | — | Removed |
| 13865 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13866 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13867 | 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. | — | Removed |
| 13868 | 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. | — | Removed |
| 13869 | 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. | — | Removed |
| 13870 | 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. | — | Removed |
| 13871 | 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. | — | Removed |
| 13872 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13873 | 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. | — | Removed |
| 13874 | 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. | — | Removed |
| 13875 | 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. | — | Removed |
| 13876 | 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. | — | Removed |
| 13877 | 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). | — | Removed |
| 13878 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13879 | 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. | — | Removed |
| 13880 | 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. | — | Removed |
| 13881 | 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. | — | Removed |
| 13882 | 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. | — | Removed |
| 13883 | 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. | — | Removed |
| 13884 | 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. | — | Removed |
| 13885 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13886 | 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. | — | Removed |
| 13887 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13888 | 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. | — | Removed |
| 13889 | 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. | — | Removed |
| 13890 | 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. | — | Removed |
| 13891 | 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”). | — | Removed |
| 13892 | 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. | — | Removed |
| 13893 | 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. | — | Removed |
| 13894 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13895 | 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. | — | Removed |
| 13896 | 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. | — | Removed |
| 13897 | 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. | — | Removed |
| 13898 | 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. | — | Removed |
| 13899 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13900 | 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. | — | Removed |
| 13901 | 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. | — | Removed |
| 13902 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13903 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13904 | Effective October 19th 2023 to October 19th 2023 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. | — | Removed |
| 13905 | 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. | — | Removed |
| 13906 | (“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. | — | Removed |
| 13907 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13908 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13909 | 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. | — | Removed |
| 13910 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13911 | 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. | — | Removed |
| 13912 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13913 | 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. | — | Removed |
| 13914 | 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. | — | Removed |
| 13915 | 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. | — | Removed |
| 13916 | 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. | — | Removed |
| 13917 | These Background Check Terms are in Addition to and Separate from the Checkr Service Terms 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”). | — | Removed |
| 13918 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13919 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13920 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13921 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13922 | 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. | — | Removed |
| 13923 | 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. | — | Removed |
| 13924 | 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. | — | Removed |
| 13925 | 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. | — | Removed |
| 13926 | 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. | — | Removed |
| 13927 | (the “FCRA”). | — | Removed |
| 13928 | 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. | — | Removed |
| 13929 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 13930 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 13931 | 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. | — | Removed |
| 13932 | 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. | — | Removed |
| 13933 | 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. | — | Removed |
| 13934 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 13935 | 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. | — | Removed |
| 13936 | 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. | — | Removed |
| 13937 | 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. | — | Removed |
| 13938 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 13939 | 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). | — | Removed |
| 13940 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 13941 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 13942 | 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. | — | Removed |
| 13943 | 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. | — | Removed |
| 13944 | 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. | — | Removed |
| 13945 | 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. | — | Removed |
| 13946 | 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. | — | Removed |
| 13947 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 13948 | 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. | — | Removed |
| 13949 | 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. | — | Removed |
| 13950 | 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. | — | Removed |
| 13951 | 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. | — | Removed |
| 13952 | 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). | — | Removed |
| 13953 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 13954 | 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. | — | Removed |
| 13955 | 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. | — | Removed |
| 13956 | 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. | — | Removed |
| 13957 | 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. | — | Removed |
| 13958 | 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. | — | Removed |
| 13959 | 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. | — | Removed |
| 13960 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 13961 | 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. | — | Removed |
| 13962 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 13963 | 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. | — | Removed |
| 13964 | 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. | — | Removed |
| 13965 | 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. | — | Removed |
| 13966 | 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”). | — | Removed |
| 13967 | 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. | — | Removed |
| 13968 | 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. | — | Removed |
| 13969 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 13970 | 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. | — | Removed |
| 13971 | 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. | — | Removed |
| 13972 | 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. | — | Removed |
| 13973 | 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. | — | Removed |
| 13974 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 13975 | 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. | — | Removed |
| 13976 | 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. | — | Removed |
| 13977 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 13978 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 13979 | Effective September 3rd 2022 to October 19th 2023 Download Table of Contents Background Checks Terms of Service 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. | — | Removed |
| 13980 | 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. | — | Removed |
| 13981 | (“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. | — | Removed |
| 13982 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 13983 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 13984 | 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. | — | Removed |
| 13985 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 13986 | 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. | — | Removed |
| 13987 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 13988 | 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. | — | Removed |
| 13989 | 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. | — | Removed |
| 13990 | 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. | — | Removed |
| 13991 | 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. | — | Removed |
| 13992 | These Background Check Terms are in Addition to and Separate from the Checkr Service Terms 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”). | — | Removed |
| 13993 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 13994 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 13995 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 13996 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 13997 | 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. | — | Removed |
| 13998 | 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. | — | Removed |
| 13999 | 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. | — | Removed |
| 14000 | 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. | — | Removed |
| 14001 | 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. | — | Removed |
| 14002 | (the “FCRA”). | — | Removed |
| 14003 | 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. | — | Removed |
| 14004 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 14005 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 14006 | 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. | — | Removed |
| 14007 | 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. | — | Removed |
| 14008 | 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. | — | Removed |
| 14009 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 14010 | 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. | — | Removed |
| 14011 | 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. | — | Removed |
| 14012 | 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. | — | Removed |
| 14013 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 14014 | 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). | — | Removed |
| 14015 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 14016 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 14017 | 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. | — | Removed |
| 14018 | 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. | — | Removed |
| 14019 | 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. | — | Removed |
| 14020 | 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. | — | Removed |
| 14021 | 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. | — | Removed |
| 14022 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 14023 | 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. | — | Removed |
| 14024 | 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. | — | Removed |
| 14025 | 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. | — | Removed |
| 14026 | 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. | — | Removed |
| 14027 | 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). | — | Removed |
| 14028 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 14029 | 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. | — | Removed |
| 14030 | 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. | — | Removed |
| 14031 | 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. | — | Removed |
| 14032 | 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. | — | Removed |
| 14033 | 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. | — | Removed |
| 14034 | 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. | — | Removed |
| 14035 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 14036 | 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. | — | Removed |
| 14037 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 14038 | 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. | — | Removed |
| 14039 | 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. | — | Removed |
| 14040 | 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. | — | Removed |
| 14041 | 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”). | — | Removed |
| 14042 | 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. | — | Removed |
| 14043 | 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. | — | Removed |
| 14044 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 14045 | 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. | — | Removed |
| 14046 | 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. | — | Removed |
| 14047 | 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. | — | Removed |
| 14048 | 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. | — | Removed |
| 14049 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 14050 | 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. | — | Removed |
| 14051 | 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. | — | Removed |
| 14052 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 14053 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 14054 | Effective September 3rd 2022 to September 3rd 2022 Download Table of Contents Background Checks Terms of Service 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. | — | Removed |
| 14055 | 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. | — | Removed |
| 14056 | (“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. | — | Removed |
| 14057 | (“Checkr”) via the Gusto Platform (the “Background Checks Service”). | — | Removed |
| 14058 | These Background Check Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 14059 | 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. | — | Removed |
| 14060 | The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 14061 | 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. | — | Removed |
| 14062 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement. | — | Removed |
| 14063 | 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. | — | Removed |
| 14064 | 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. | — | Removed |
| 14065 | 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. | — | Removed |
| 14066 | 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. | — | Removed |
| 14067 | These Background Check Terms are in Addition to and Separate from the Checkr Service Terms 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”). | — | Removed |
| 14068 | The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc. | — | Removed |
| 14069 | Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy . | — | Removed |
| 14070 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”). | — | Removed |
| 14071 | Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 14072 | 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. | — | Removed |
| 14073 | 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. | — | Removed |
| 14074 | 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. | — | Removed |
| 14075 | 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. | — | Removed |
| 14076 | 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. | — | Removed |
| 14077 | (the “FCRA”). | — | Removed |
| 14078 | 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. | — | Removed |
| 14079 | Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service. | — | Removed |
| 14080 | The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications. | — | Removed |
| 14081 | 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. | — | Removed |
| 14082 | 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. | — | Removed |
| 14083 | 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. | — | Removed |
| 14084 | For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/hc/en-us/articles/360051026954-Assess. | — | Removed |
| 14085 | 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. | — | Removed |
| 14086 | 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. | — | Removed |
| 14087 | 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. | — | Removed |
| 14088 | Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8. | — | Removed |
| 14089 | 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). | — | Removed |
| 14090 | Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”). | — | Removed |
| 14091 | Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited. | — | Removed |
| 14092 | 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. | — | Removed |
| 14093 | 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. | — | Removed |
| 14094 | 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. | — | Removed |
| 14095 | 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. | — | Removed |
| 14096 | 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. | — | Removed |
| 14097 | Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation. | — | Removed |
| 14098 | 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. | — | Removed |
| 14099 | 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. | — | Removed |
| 14100 | 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. | — | Removed |
| 14101 | 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. | — | Removed |
| 14102 | 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). | — | Removed |
| 14103 | From time to time, Checkr may modify or raise the Checkr Pass-Through Fees. | — | Removed |
| 14104 | 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. | — | Removed |
| 14105 | 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. | — | Removed |
| 14106 | 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. | — | Removed |
| 14107 | 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. | — | Removed |
| 14108 | 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. | — | Removed |
| 14109 | 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. | — | Removed |
| 14110 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 14111 | 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. | — | Removed |
| 14112 | Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 14113 | 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. | — | Removed |
| 14114 | 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. | — | Removed |
| 14115 | 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. | — | Removed |
| 14116 | 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”). | — | Removed |
| 14117 | 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. | — | Removed |
| 14118 | 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. | — | Removed |
| 14119 | Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service. | — | Removed |
| 14120 | 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. | — | Removed |
| 14121 | 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. | — | Removed |
| 14122 | 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. | — | Removed |
| 14123 | 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. | — | Removed |
| 14124 | Recovery of the above amount is the sole and exclusive remedy. 18. | — | Removed |
| 14125 | 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. | — | Removed |
| 14126 | 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. | — | Removed |
| 14127 | ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. | — | Removed |
| 14128 | GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM. | — | Removed |
| 14129 | R&D Tax Credit Services Terms Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.5 Version 2.4 Version 2.3 Version 2.2 Version 2.1 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last updated January 19, 2024 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Terms of Service (“ Gusto Terms ”) available at https://gusto.com/legal/terms, and the R&D Tax Credit Redemption Service Terms (the “ R&D Credit Redemption Terms ”), incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. and its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ Authorized User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“ R&D ”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14130 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 14131 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14132 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14133 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14134 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14135 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14136 | THE GUSTO TERMS, AVAILABLE AT WWW.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 THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14137 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 24 OF THE GUSTO TERMS. 1. | — | Removed |
| 14138 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14139 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14140 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Report Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “ Enhanced Documentation ”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“ IRS ”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14141 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14142 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14143 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14144 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14145 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14146 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14147 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14148 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14149 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14150 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 14 below, and Customer shall not be invoiced for any of Service Fees described in Section 5 and 6 herein. 3. | — | Removed |
| 14151 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14152 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14153 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14154 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14155 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14156 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 10 and 11 herein. | — | Removed |
| 14157 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14158 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14159 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14160 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14161 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14162 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14163 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14164 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14165 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14166 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit, restricted to questions related to the R&D tax credit portion of the tax return under audit. | — | Removed |
| 14167 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14168 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14169 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14170 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14171 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14172 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14173 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14174 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14175 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14176 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14177 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14178 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14179 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14180 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14181 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14182 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Report Service : (1) The Report Service Eligibility Fee will be invoiced concurrently with the Report Service Fee. | — | Removed |
| 14183 | (2) The Report Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14184 | Enhanced Document : The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14185 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14186 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14187 | Audit Assistance : The Audit Assistance Annual Fee will be invoiced concurrently with the Report Service Fee. | — | Removed |
| 14188 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14189 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “ Bank Account ”), for all fees as they become payable. | — | Removed |
| 14190 | User acknowledges that the origination of Automated Clearing House (“ ACH ”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “ UCC ”). | — | Removed |
| 14191 | User, authorizes Gusto, it, subsidiaries and affiliates (collectively, “ Gusto ”), and the duly authorized personnel and agents of Gusto, to debit Customer’s Bank Account for all fees as they become payable. | — | Removed |
| 14192 | This authorization will remain in effect until and unless Customer gives Ardius written notice to terminate it. | — | Removed |
| 14193 | Such written notice of termination must afford Gusto reasonable opportunity to act upon such notice. | — | Removed |
| 14194 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14195 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14196 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14197 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms available at https://gusto.com/about/terms. | — | Removed |
| 14198 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14199 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 14 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14200 | Authorization to Apply R&D Tax Credits Towards Payroll Taxes User authorizes Ardius, its parent, subsidiaries, and affiliates (collectively, “Gusto”), and the duly authorized personnel and agents of Gusto, to use User designated Form 6765 on User’s behalf. | — | Removed |
| 14201 | The User designates a Form 6765 by uploading it into the Platform. | — | Removed |
| 14202 | User additionally authorizes Gusto to use the tax credit information contained in Form 6765 to offset any payroll taxes in accordance with Section 41(h) of the Internal Revenue Code. | — | Removed |
| 14203 | By authorizing Gusto to use the tax credit information, User is confirming the accuracy of the tax filing and inclusion of Form 6765 in User’s federal tax return filing. 8. | — | Removed |
| 14204 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “ Gusto Account ”). | — | Removed |
| 14205 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 9. | — | Removed |
| 14206 | Privacy Policy Customer is solely responsible for ensuring that the collection and/or processing of Customer Data is compliant with all applicable laws and regulations. | — | Removed |
| 14207 | Customer represents and warrants that Customer has received all required rights, licenses, consents and authorizations to use and make available any Customer Data uploaded or submitted to the Platform via Customer’s Account, and that Customer may instruct Gusto on what to do with such Customer Data. | — | Removed |
| 14208 | For example, Customer may elect to enable or disable third party integrations, manage permissions, and grant certain Authorized Users access to view or edit Customer Data submitted by other Authorized Users. | — | Removed |
| 14209 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Customer Data, Customer should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 14210 | Customer is solely responsible for responding to and resolving disputes that may arise between Customer and Authorized Users relating to or based on Customer Data, the Platform, Services, or Customer’s failure to fulfill any of the foregoing responsibilities. | — | Removed |
| 14211 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 14212 | As a result, certain types of Customer Data may not be removed from the Platform. | — | Removed |
| 14213 | With the exception of the foregoing, Gusto is not responsible or liable to Customer for the removal or deletion of (or the failure to remove or delete) any Customer Data. | — | Removed |
| 14214 | Customer acknowledges and agrees that Gusto is not responsible for the loss or modification of any Customer Data, and that Customer’s use of the Platform and Services is at Customer’s own risk. | — | Removed |
| 14215 | Customer understands and agrees that Customer Data transmitted, entered or otherwise uploaded by Customer, on Customer’s behalf, and by Customer’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 14216 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy. | — | Removed |
| 14217 | Customer should periodically review the Site for updates to the Privacy Policy. | — | Removed |
| 14218 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14219 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 10. | — | Removed |
| 14220 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14221 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14222 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14223 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14224 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “Available Credit”) remains solely the responsibility of the Customer. 11. | — | Removed |
| 14225 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14226 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14227 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 12. | — | Removed |
| 14228 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14229 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14230 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“Feedback”) is given entirely 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 Customer. | — | Removed |
| 14231 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14232 | Gusto retains all intellectual property rights in the Platform. 13. | — | Removed |
| 14233 | No Professional or Legal Advice; No Guaranteed Outcomes Customer’s use of the Platform and Services is entirely at Customer’s own risk. | — | Removed |
| 14234 | Except as and unless otherwise stated in applicable Additional Terms, Customer 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. | — | Removed |
| 14235 | Customer is solely responsible for ensuring Customer’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 Customer’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. | — | Removed |
| 14236 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 14. | — | Removed |
| 14237 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14238 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14239 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14240 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14241 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14242 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14243 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14244 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14245 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 15. | — | Removed |
| 14246 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 15. | — | Removed |
| 14247 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14248 | It is important that Customer reviews each modified version of the Agreement as Customer’s continued use of the Platform or Services after such changes are posted constitutes Customer’s agreement to be bound by the modified Agreement. | — | Removed |
| 14249 | If Customer does not agree to be bound by the modified Agreement, then Customer may not continue to use the Platform or Services. | — | Removed |
| 14250 | 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 Customer, at Gusto’s sole discretion. | — | Removed |
| 14251 | Effective January 19th 2024 to November 15th 2024 Download Table of Contents Last updated January 19, 2024 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Payroll Service Terms (“ Payroll Terms ”) and Gusto Terms of Service (“ Gusto Terms ”) available at https://gusto.com/legal/terms, and the R&D Tax Credit Redemption Service Terms (the “ R&D Credit Redemption Terms ”), incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. and its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ Authorized User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“ R&D ”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14252 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 14253 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14254 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14255 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14256 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14257 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14258 | THE GUSTO TERMS, AVAILABLE AT WWW.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 THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14259 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 24 OF THE GUSTO TERMS. 1. | — | Removed |
| 14260 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14261 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14262 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Report Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “ Enhanced Documentation ”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“ IRS ”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14263 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14264 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14265 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14266 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14267 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14268 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14269 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14270 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14271 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14272 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 14 below, and Customer shall not be invoiced for any of Service Fees described in Section 5 and 6 herein. 3. | — | Removed |
| 14273 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14274 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14275 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14276 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14277 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14278 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 10 and 11 herein. | — | Removed |
| 14279 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14280 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14281 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14282 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14283 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14284 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14285 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14286 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14287 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14288 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit, restricted to questions related to the R&D tax credit portion of the tax return under audit. | — | Removed |
| 14289 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14290 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14291 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14292 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14293 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14294 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14295 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14296 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14297 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14298 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14299 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14300 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14301 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14302 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14303 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14304 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Report Service : (1) The Report Service Eligibility Fee will be invoiced concurrently with the Report Service Fee. | — | Removed |
| 14305 | (2) The Report Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14306 | Enhanced Document : The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14307 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14308 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14309 | Audit Assistance : The Audit Assistance Annual Fee will be invoiced concurrently with the Report Service Fee. | — | Removed |
| 14310 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14311 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “ Bank Account ”), for all fees as they become payable. | — | Removed |
| 14312 | User acknowledges that the origination of Automated Clearing House (“ ACH ”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “ UCC ”). | — | Removed |
| 14313 | User, authorizes Gusto, it, subsidiaries and affiliates (collectively, “ Gusto ”), and the duly authorized personnel and agents of Gusto, to debit Customer’s Bank Account for all fees as they become payable. | — | Removed |
| 14314 | This authorization will remain in effect until and unless Customer gives Ardius written notice to terminate it. | — | Removed |
| 14315 | Such written notice of termination must afford Gusto reasonable opportunity to act upon such notice. | — | Removed |
| 14316 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14317 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14318 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14319 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms available at https://gusto.com/about/terms. | — | Removed |
| 14320 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14321 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 14 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14322 | Authorization to Apply R&D Tax Credits Towards Payroll Taxes User authorizes Ardius, its parent, subsidiaries, and affiliates (collectively, “Gusto”), and the duly authorized personnel and agents of Gusto, to use User designated Form 6765 on User’s behalf. | — | Removed |
| 14323 | The User designates a Form 6765 by uploading it into the Platform. | — | Removed |
| 14324 | User additionally authorizes Gusto to use the tax credit information contained in Form 6765 to offset any payroll taxes in accordance with Section 41(h) of the Internal Revenue Code. | — | Removed |
| 14325 | By authorizing Gusto to use the tax credit information, User is confirming the accuracy of the tax filing and inclusion of Form 6765 in User’s federal tax return filing. 8. | — | Removed |
| 14326 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “ Gusto Account ”). | — | Removed |
| 14327 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 9. | — | Removed |
| 14328 | Privacy Policy Customer is solely responsible for ensuring that the collection and/or processing of Customer Data is compliant with all applicable laws and regulations. | — | Removed |
| 14329 | Customer represents and warrants that Customer has received all required rights, licenses, consents and authorizations to use and make available any Customer Data uploaded or submitted to the Platform via Customer’s Account, and that Customer may instruct Gusto on what to do with such Customer Data. | — | Removed |
| 14330 | For example, Customer may elect to enable or disable third party integrations, manage permissions, and grant certain Authorized Users access to view or edit Customer Data submitted by other Authorized Users. | — | Removed |
| 14331 | Because these instructions may result in the access, use, disclosure, modification or deletion of certain Customer Data, Customer should review the Gusto Help Center for more information about these choices, permissions and instructions. | — | Removed |
| 14332 | Customer is solely responsible for responding to and resolving disputes that may arise between Customer and Authorized Users relating to or based on Customer Data, the Platform, Services, or Customer’s failure to fulfill any of the foregoing responsibilities. | — | Removed |
| 14333 | As a financial institution, Gusto is subject to certain retention requirements under state and federal law. | — | Removed |
| 14334 | As a result, certain types of Customer Data may not be removed from the Platform. | — | Removed |
| 14335 | With the exception of the foregoing, Gusto is not responsible or liable to Customer for the removal or deletion of (or the failure to remove or delete) any Customer Data. | — | Removed |
| 14336 | Customer acknowledges and agrees that Gusto is not responsible for the loss or modification of any Customer Data, and that Customer’s use of the Platform and Services is at Customer’s own risk. | — | Removed |
| 14337 | Customer understands and agrees that Customer Data transmitted, entered or otherwise uploaded by Customer, on Customer’s behalf, and by Customer’s Authorized Users to the Platform and Services will be processed in accordance with our Privacy Policy, as it may be updated from time to time, including processing for the purpose of improving our products and services. | — | Removed |
| 14338 | Our Privacy Policy is incorporated into these Terms by reference and is available at www.gusto.com/about/privacy. | — | Removed |
| 14339 | Customer should periodically review the Site for updates to the Privacy Policy. | — | Removed |
| 14340 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14341 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 10. | — | Removed |
| 14342 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14343 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14344 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14345 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14346 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “Available Credit”) remains solely the responsibility of the Customer. 11. | — | Removed |
| 14347 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14348 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14349 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 12. | — | Removed |
| 14350 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14351 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14352 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“Feedback”) is given entirely 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 Customer. | — | Removed |
| 14353 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14354 | Gusto retains all intellectual property rights in the Platform. 13. | — | Removed |
| 14355 | No Professional or Legal Advice; No Guaranteed Outcomes Customer’s use of the Platform and Services is entirely at Customer’s own risk. | — | Removed |
| 14356 | Except as and unless otherwise stated in applicable Additional Terms, Customer 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. | — | Removed |
| 14357 | Customer is solely responsible for ensuring Customer’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 Customer’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. | — | Removed |
| 14358 | Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 14. | — | Removed |
| 14359 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14360 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14361 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14362 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14363 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14364 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14365 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14366 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14367 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 15. | — | Removed |
| 14368 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 15. | — | Removed |
| 14369 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14370 | It is important that Customer reviews each modified version of the Agreement as Customer’s continued use of the Platform or Services after such changes are posted constitutes Customer’s agreement to be bound by the modified Agreement. | — | Removed |
| 14371 | If Customer does not agree to be bound by the modified Agreement, then Customer may not continue to use the Platform or Services. | — | Removed |
| 14372 | 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 Customer, at Gusto’s sole discretion. | — | Removed |
| 14373 | Effective October 20th 2023 to January 19th 2024 Download Table of Contents Last updated December 2, 2022 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the R&D Tax Credit Redemption Service Terms, incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (the “ R&D Credit Redemption Terms ”) (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“R&D”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14374 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as pthe agreement of such business or individual. | — | Removed |
| 14375 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14376 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14377 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14378 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14379 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14380 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14381 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17 HEREIN. 1. | — | Removed |
| 14382 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14383 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14384 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Study Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “Enhanced Documentation”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“IRS”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14385 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14386 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14387 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14388 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14389 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14390 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14391 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14392 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14393 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14394 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 15 below, and Customer shall not be invoiced for any of Service Fees described in Section 6 herein. 3. | — | Removed |
| 14395 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14396 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14397 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14398 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14399 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14400 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 9 and 10 herein. | — | Removed |
| 14401 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14402 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14403 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14404 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14405 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14406 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14407 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14408 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14409 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14410 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit. | — | Removed |
| 14411 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14412 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14413 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14414 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14415 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14416 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14417 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14418 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14419 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14420 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14421 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14422 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14423 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14424 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14425 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14426 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Study Service: (1) The Study Service Eligibility Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14427 | (2) The Study Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14428 | Enhanced Document: The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14429 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14430 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14431 | Audit Assistance: The Audit Assistance Annual Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14432 | Customer may, in compliance with the R&D Credit Redemption Terms, utilize claimed R&D Tax Credits to offset Customer’s payroll tax liabilities. | — | Removed |
| 14433 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14434 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 14435 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). | — | Removed |
| 14436 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14437 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14438 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14439 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms of Service Agreement available at https://gusto.com/about/terms. | — | Removed |
| 14440 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14441 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 15 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14442 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “Gusto Account”). | — | Removed |
| 14443 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 8. | — | Removed |
| 14444 | Privacy Policy For information on how Gusto collects, uses, and discloses information from Customer, please refer to Gusto’s Privacy Policy (“Privacy Policy”, incorporated herein by reference to https://gusto.com/about/privacy). | — | Removed |
| 14445 | Customer acknowledges and understands that Gusto may collect, use, and disclose Customer’s information pursuant to the Privacy Policy as it may be updated from time to time. | — | Removed |
| 14446 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14447 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 9. | — | Removed |
| 14448 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14449 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14450 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14451 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14452 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “ Available Credit ”) remains solely the responsibility of the Customer. 10. | — | Removed |
| 14453 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14454 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14455 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 11. | — | Removed |
| 14456 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14457 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14458 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“Feedback”) is given entirely 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 Customer. | — | Removed |
| 14459 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14460 | Gusto retains all intellectual property rights in the Platform. 12. | — | Removed |
| 14461 | Warranty Disclaimers Customer’s use of the Platform and R&D Tax Credit Services is entirely at Customer’s own risk. | — | Removed |
| 14462 | Gusto is not in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 14463 | Any information provided by Gusto via the Platform or the R&D Tax Credit Services or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 14464 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 14465 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND R&D TAX CREDIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. | — | Removed |
| 14466 | 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. | — | Removed |
| 14467 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. | — | Removed |
| 14468 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 14469 | GUSTO DOES NOT WARRANT THAT THE PLATFORM OR R&D TAX CREDIT SERVICES WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 14470 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. 13. | — | Removed |
| 14471 | Indemnity Customer will indemnify and hold harmless Gusto, Gusto’s officers, directors, employees, and agents, Gusto’s subsidiaries and affiliates, and the officers, directors, employees, and agents of its subsidiaries and affiliates (each an “Indemnified Party” and collectively 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 or use of the Platform or R&D Tax Credit Services; (ii) Customer’s violation or alleged violation of this Gusto R&D Services Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Gusto’s or any other Indemnified Party’s use of or reliance on information or data, including Provided Information, furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Services Agreement; (vii) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the R&D Tax Credit Services or this Gusto R&D Services Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “Requested Action”); (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Gusto’s or Gusto’s instructions with respect to the R&D Tax Credit Services. 14. | — | Removed |
| 14472 | Limitation of Liability NEITHER GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR R&D TAX CREDIT SERVICES 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 GUSTO R&D SERVICES AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT 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. | — | Removed |
| 14473 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 14474 | IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D SERVICES AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID TO GUSTO FOR USE OF THE R&D TAX CREDIT SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 14475 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND CUSTOMER. 15. | — | Removed |
| 14476 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14477 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14478 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14479 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14480 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14481 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14482 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14483 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14484 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 19. | — | Removed |
| 14485 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 16. | — | Removed |
| 14486 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14487 | It is important that Customer reviews any modified Gusto R&D Services Agreement because Customer can continue to use the R&D Tax Credit Services only if Customer accepts the modified Gusto R&D Services Agreement, indicating to Gusto that Customer agrees to be bound by the modified Gusto R&D Services Agreement. | — | Removed |
| 14488 | If Customer does not agree to be bound by the modified Gusto R&D Services Agreement, then Customer may not continue to use the R&D Tax Credit Services. | — | Removed |
| 14489 | Because the R&D Tax Credit Services may evolve over time, Gusto may change or discontinue all or any part of the R&D Tax Credit Services at any time and without notice, at Gusto’s sole discretion. 17. | — | Removed |
| 14490 | Arbitration Notwithstanding any other provision in the Gusto R&D Services Agreement, and except as otherwise set forth in this section, if either Customer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Gusto R&D Services Agreement or the R&D Tax Credit Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer 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. | — | Removed |
| 14491 | 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. | — | Removed |
| 14492 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Gusto. | — | Removed |
| 14493 | A single arbitrator will be mutually selected by Gusto and Customer 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 ”). | — | Removed |
| 14494 | If Gusto and Customer 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. | — | Removed |
| 14495 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 14496 | 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. | — | Removed |
| 14497 | The award rendered by the arbitrator shall be final and binding upon Customer and Gusto. | — | Removed |
| 14498 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 14499 | Either Gusto or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 14500 | Either Gusto or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 14501 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 14502 | Customer and Gusto agree and acknowledge that this Gusto R&D Services Agreement evidences 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 Customer Terms. | — | Removed |
| 14503 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS R&D STUDY AGREEMENT. 18. | — | Removed |
| 14504 | Gusto is Not Responsible for Things Gusto Cannot Control This Section 18 does not limit Section 26 of the Gusto Terms, concerning items outside of Gusto’s Control. | — | Removed |
| 14505 | 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 Customer or Customer’s employees, contractors, or authorized representatives. 19. | — | Removed |
| 14506 | Electronic Transmission These R&D Tax Credit Services Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 14507 | 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 R&D Tax Credit Services Terms or (ii) the fact that any signature or acceptance of these R&D Tax Credit Services Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. 20. | — | Removed |
| 14508 | General This Gusto R&D Services Agreement constitutes the entire agreement between Gusto and Customer regarding the R&D Tax Credit Services and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 14509 | This Gusto R&D Services Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 16. | — | Removed |
| 14510 | If any part of this Gusto R&D Services Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Services Agreement. | — | Removed |
| 14511 | The remaining terms will be valid and enforceable. | — | Removed |
| 14512 | Customer may not assign this Gusto R&D Services Agreement, by operation of law or otherwise, without Gusto’s or Gusto’s prior written consent. | — | Removed |
| 14513 | Any attempt by Customer to assign or transfer this Gusto R&D Services Agreement, without such consent, will be null. | — | Removed |
| 14514 | Gusto and Gusto may freely assign or transfer this Gusto R&D Services Agreement Agreement without restriction. | — | Removed |
| 14515 | The provisions of this Gusto R&D Services Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 14516 | Any notices or other communications provided by Gusto under this Gusto R&D Services Agreement, including those regarding modifications to this Gusto R&D Services Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 14517 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 14518 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 14519 | Gusto’s or Gusto’s failure to enforce any right or provision of this Gusto R&D Services Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 14520 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 14521 | Except as expressly set forth in this Gusto R&D Services Agreement, the exercise by either party of any of its remedies under this Gusto R&D Services Agreement will be without prejudice to its other remedies under this Gusto R&D Services Agreement or otherwise. 21. | — | Removed |
| 14522 | Contact Information If Customer has any questions about this Agreement or the R&D Tax Credit Services, Customer may contact Gusto at [email protected] . | — | Removed |
| 14523 | Gusto is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 14524 | Ardius is a subsidiary of Gusto. | — | Removed |
| 14525 | If Customer is a California resident, Customer may report complaints regarding the R&D Tax Credit 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 October 20th 2023 to October 20th 2023 Download Table of Contents Last updated December 2, 2022 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the R&D Tax Credit Redemption Service Terms, incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (the “ R&D Credit Redemption Terms ”) (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“R&D”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14526 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as pthe agreement of such business or individual. | — | Removed |
| 14527 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14528 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14529 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14530 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14531 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14532 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14533 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17 HEREIN. 1. | — | Removed |
| 14534 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14535 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14536 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Study Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “Enhanced Documentation”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“IRS”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14537 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14538 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14539 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14540 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14541 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14542 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14543 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14544 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14545 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14546 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 15 below, and Customer shall not be invoiced for any of Service Fees described in Section 6 herein. 3. | — | Removed |
| 14547 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14548 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14549 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14550 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14551 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14552 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 9 and 10 herein. | — | Removed |
| 14553 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14554 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14555 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14556 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14557 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14558 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14559 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14560 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14561 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14562 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit. | — | Removed |
| 14563 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14564 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14565 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14566 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14567 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14568 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14569 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14570 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14571 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14572 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14573 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14574 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14575 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14576 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14577 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14578 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Study Service: (1) The Study Service Eligibility Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14579 | (2) The Study Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14580 | Enhanced Document: The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14581 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14582 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14583 | Audit Assistance: The Audit Assistance Annual Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14584 | Customer may, in compliance with the R&D Credit Redemption Terms, utilize claimed R&D Tax Credits to offset Customer’s payroll tax liabilities. | — | Removed |
| 14585 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14586 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 14587 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). | — | Removed |
| 14588 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14589 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14590 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14591 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms of Service Agreement available at https://gusto.com/about/terms. | — | Removed |
| 14592 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14593 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 15 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14594 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “Gusto Account”). | — | Removed |
| 14595 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 8. | — | Removed |
| 14596 | Privacy Policy For information on how Gusto collects, uses, and discloses information from Customer, please refer to Gusto’s Privacy Policy (“Privacy Policy”, incorporated herein by reference to https://gusto.com/about/privacy). | — | Removed |
| 14597 | Customer acknowledges and understands that Gusto may collect, use, and disclose Customer’s information pursuant to the Privacy Policy as it may be updated from time to time. | — | Removed |
| 14598 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14599 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 9. | — | Removed |
| 14600 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14601 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14602 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14603 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14604 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “ Available Credit ”) remains solely the responsibility of the Customer. 10. | — | Removed |
| 14605 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14606 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14607 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 11. | — | Removed |
| 14608 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14609 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14610 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“Feedback”) is given entirely 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 Customer. | — | Removed |
| 14611 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14612 | Gusto retains all intellectual property rights in the Platform. 12. | — | Removed |
| 14613 | Warranty Disclaimers Customer’s use of the Platform and R&D Tax Credit Services is entirely at Customer’s own risk. | — | Removed |
| 14614 | Gusto is not in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 14615 | Any information provided by Gusto via the Platform or the R&D Tax Credit Services or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 14616 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 14617 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND R&D TAX CREDIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. | — | Removed |
| 14618 | 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. | — | Removed |
| 14619 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. | — | Removed |
| 14620 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 14621 | GUSTO DOES NOT WARRANT THAT THE PLATFORM OR R&D TAX CREDIT SERVICES WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 14622 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. 13. | — | Removed |
| 14623 | Indemnity Customer will indemnify and hold harmless Gusto, Gusto’s officers, directors, employees, and agents, Gusto’s subsidiaries and affiliates, and the officers, directors, employees, and agents of its subsidiaries and affiliates (each an “Indemnified Party” and collectively 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 or use of the Platform or R&D Tax Credit Services; (ii) Customer’s violation or alleged violation of this Gusto R&D Services Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Gusto’s or any other Indemnified Party’s use of or reliance on information or data, including Provided Information, furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Services Agreement; (vii) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the R&D Tax Credit Services or this Gusto R&D Services Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “Requested Action”); (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Gusto’s or Gusto’s instructions with respect to the R&D Tax Credit Services. 14. | — | Removed |
| 14624 | Limitation of Liability NEITHER GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR R&D TAX CREDIT SERVICES 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 GUSTO R&D SERVICES AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT 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. | — | Removed |
| 14625 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 14626 | IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D SERVICES AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID TO GUSTO FOR USE OF THE R&D TAX CREDIT SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 14627 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND CUSTOMER. 15. | — | Removed |
| 14628 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14629 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14630 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14631 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14632 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14633 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14634 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14635 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14636 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 19. | — | Removed |
| 14637 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 16. | — | Removed |
| 14638 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14639 | It is important that Customer reviews any modified Gusto R&D Services Agreement because Customer can continue to use the R&D Tax Credit Services only if Customer accepts the modified Gusto R&D Services Agreement, indicating to Gusto that Customer agrees to be bound by the modified Gusto R&D Services Agreement. | — | Removed |
| 14640 | If Customer does not agree to be bound by the modified Gusto R&D Services Agreement, then Customer may not continue to use the R&D Tax Credit Services. | — | Removed |
| 14641 | Because the R&D Tax Credit Services may evolve over time, Gusto may change or discontinue all or any part of the R&D Tax Credit Services at any time and without notice, at Gusto’s sole discretion. 17. | — | Removed |
| 14642 | Arbitration Notwithstanding any other provision in the Gusto R&D Services Agreement, and except as otherwise set forth in this section, if either Customer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Gusto R&D Services Agreement or the R&D Tax Credit Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer 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. | — | Removed |
| 14643 | 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. | — | Removed |
| 14644 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Gusto. | — | Removed |
| 14645 | A single arbitrator will be mutually selected by Gusto and Customer 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 ”). | — | Removed |
| 14646 | If Gusto and Customer 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. | — | Removed |
| 14647 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 14648 | 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. | — | Removed |
| 14649 | The award rendered by the arbitrator shall be final and binding upon Customer and Gusto. | — | Removed |
| 14650 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 14651 | Either Gusto or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 14652 | Either Gusto or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 14653 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 14654 | Customer and Gusto agree and acknowledge that this Gusto R&D Services Agreement evidences 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 Customer Terms. | — | Removed |
| 14655 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS R&D STUDY AGREEMENT. 18. | — | Removed |
| 14656 | Gusto is Not Responsible for Things Gusto Cannot Control This Section 18 does not limit Section 26 of the Gusto Terms, concerning items outside of Gusto’s Control. | — | Removed |
| 14657 | 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 Customer or Customer’s employees, contractors, or authorized representatives. 19. | — | Removed |
| 14658 | Electronic Transmission These R&D Tax Credit Services Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 14659 | 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 R&D Tax Credit Services Terms or (ii) the fact that any signature or acceptance of these R&D Tax Credit Services Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. 20. | — | Removed |
| 14660 | General This Gusto R&D Services Agreement constitutes the entire agreement between Gusto and Customer regarding the R&D Tax Credit Services and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 14661 | This Gusto R&D Services Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 16. | — | Removed |
| 14662 | If any part of this Gusto R&D Services Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Services Agreement. | — | Removed |
| 14663 | The remaining terms will be valid and enforceable. | — | Removed |
| 14664 | Customer may not assign this Gusto R&D Services Agreement, by operation of law or otherwise, without Gusto’s or Gusto’s prior written consent. | — | Removed |
| 14665 | Any attempt by Customer to assign or transfer this Gusto R&D Services Agreement, without such consent, will be null. | — | Removed |
| 14666 | Gusto and Gusto may freely assign or transfer this Gusto R&D Services Agreement Agreement without restriction. | — | Removed |
| 14667 | The provisions of this Gusto R&D Services Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 14668 | Any notices or other communications provided by Gusto under this Gusto R&D Services Agreement, including those regarding modifications to this Gusto R&D Services Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 14669 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 14670 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 14671 | Gusto’s or Gusto’s failure to enforce any right or provision of this Gusto R&D Services Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 14672 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 14673 | Except as expressly set forth in this Gusto R&D Services Agreement, the exercise by either party of any of its remedies under this Gusto R&D Services Agreement will be without prejudice to its other remedies under this Gusto R&D Services Agreement or otherwise. 21. | — | Removed |
| 14674 | Contact Information If Customer has any questions about this Agreement or the R&D Tax Credit Services, Customer may contact Gusto at [email protected] . | — | Removed |
| 14675 | Gusto is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 14676 | Ardius is a subsidiary of Gusto. | — | Removed |
| 14677 | If Customer is a California resident, Customer may report complaints regarding the R&D Tax Credit 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 October 13th 2023 to October 20th 2023 Download Table of Contents Gusto R&D Tax Credit Services Terms Last updated December 2, 2022 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the R&D Tax Credit Redemption Service Terms, incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (the “ R&D Credit Redemption Terms ”) (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“R&D”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14678 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as pthe agreement of such business or individual. | — | Removed |
| 14679 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14680 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14681 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14682 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14683 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14684 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14685 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17 HEREIN. 1. | — | Removed |
| 14686 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14687 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14688 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Study Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “ Enhanced Documentation ”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“IRS”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14689 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14690 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14691 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14692 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14693 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14694 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14695 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14696 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14697 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14698 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 15 below, and Customer shall not be invoiced for any of Service Fees described in Section 6 herein. 3. | — | Removed |
| 14699 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14700 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14701 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14702 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14703 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14704 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 9 and 10 herein. | — | Removed |
| 14705 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14706 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14707 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14708 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14709 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14710 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14711 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14712 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14713 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14714 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit. | — | Removed |
| 14715 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14716 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14717 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14718 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14719 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14720 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14721 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14722 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14723 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14724 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14725 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14726 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14727 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14728 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14729 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14730 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Study Service: (1) The Study Service Eligibility Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14731 | (2) The Study Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14732 | Enhanced Document: The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14733 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14734 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14735 | Audit Assistance: The Audit Assistance Annual Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14736 | Customer may, in compliance with the R&D Credit Redemption Terms, utilize claimed R&D Tax Credits to offset Customer’s payroll tax liabilities. | — | Removed |
| 14737 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14738 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 14739 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). | — | Removed |
| 14740 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14741 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14742 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14743 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms of Service Agreement available at https://gusto.com/about/terms . | — | Removed |
| 14744 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14745 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 15 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14746 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “ Gusto Account ”). | — | Removed |
| 14747 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 8. | — | Removed |
| 14748 | Privacy Policy For information on how Gusto collects, uses, and discloses information from Customer, please refer to Gusto’s Privacy Policy (“ Privacy Policy ”, incorporated herein by reference to https://gusto.com/about/privacy ). | — | Removed |
| 14749 | Customer acknowledges and understands that Gusto may collect, use, and disclose Customer’s information pursuant to the Privacy Policy as it may be updated from time to time. | — | Removed |
| 14750 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14751 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 9. | — | Removed |
| 14752 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14753 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14754 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14755 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14756 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “ Available Credit ”) remains solely the responsibility of the Customer. 10. | — | Removed |
| 14757 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14758 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14759 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 11. | — | Removed |
| 14760 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14761 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14762 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“ Feedback ”) is given entirely 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 Customer. | — | Removed |
| 14763 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14764 | Gusto retains all intellectual property rights in the Platform. 12. | — | Removed |
| 14765 | Warranty Disclaimers Customer’s use of the Platform and R&D Tax Credit Services is entirely at Customer’s own risk. | — | Removed |
| 14766 | Gusto is not in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 14767 | Any information provided by Gusto via the Platform or the R&D Tax Credit Services or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 14768 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 14769 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND R&D TAX CREDIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. | — | Removed |
| 14770 | 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. | — | Removed |
| 14771 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. | — | Removed |
| 14772 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 14773 | GUSTO DOES NOT WARRANT THAT THE PLATFORM OR R&D TAX CREDIT SERVICES WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 14774 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. 13. | — | Removed |
| 14775 | Indemnity Customer will indemnify and hold harmless Gusto, Gusto’s officers, directors, employees, and agents, Gusto’s subsidiaries and affiliates, and the officers, directors, employees, and agents of its subsidiaries and affiliates (each an “ Indemnified Party ” and collectively 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 or use of the Platform or R&D Tax Credit Services; (ii) Customer’s violation or alleged violation of this Gusto R&D Services Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Gusto’s or any other Indemnified Party’s use of or reliance on information or data, including Provided Information, furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Services Agreement; (vii) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the R&D Tax Credit Services or this Gusto R&D Services Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “Requested Action”); (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Gusto’s or Gusto’s instructions with respect to the R&D Tax Credit Services. 14. | — | Removed |
| 14776 | Limitation of Liability NEITHER GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR R&D TAX CREDIT SERVICES 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 GUSTO R&D SERVICES AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT 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. | — | Removed |
| 14777 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 14778 | IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D SERVICES AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID TO GUSTO FOR USE OF THE R&D TAX CREDIT SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 14779 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND CUSTOMER. 15. | — | Removed |
| 14780 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14781 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14782 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14783 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14784 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14785 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14786 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14787 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14788 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 19. | — | Removed |
| 14789 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 16. | — | Removed |
| 14790 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14791 | It is important that Customer reviews any modified Gusto R&D Services Agreement because Customer can continue to use the R&D Tax Credit Services only if Customer accepts the modified Gusto R&D Services Agreement, indicating to Gusto that Customer agrees to be bound by the modified Gusto R&D Services Agreement. | — | Removed |
| 14792 | If Customer does not agree to be bound by the modified Gusto R&D Services Agreement, then Customer may not continue to use the R&D Tax Credit Services. | — | Removed |
| 14793 | Because the R&D Tax Credit Services may evolve over time, Gusto may change or discontinue all or any part of the R&D Tax Credit Services at any time and without notice, at Gusto’s sole discretion. 17. | — | Removed |
| 14794 | Arbitration Notwithstanding any other provision in the Gusto R&D Services Agreement, and except as otherwise set forth in this section, if either Customer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Gusto R&D Services Agreement or the R&D Tax Credit Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ” ) that cannot be resolved directly between Customer 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. | — | Removed |
| 14795 | 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. | — | Removed |
| 14796 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Gusto. | — | Removed |
| 14797 | A single arbitrator will be mutually selected by Gusto and Customer 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 ”). | — | Removed |
| 14798 | If Gusto and Customer 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. | — | Removed |
| 14799 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 14800 | 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. | — | Removed |
| 14801 | The award rendered by the arbitrator shall be final and binding upon Customer and Gusto. | — | Removed |
| 14802 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 14803 | Either Gusto or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 14804 | Either Gusto or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 14805 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 14806 | Customer and Gusto agree and acknowledge that this Gusto R&D Services Agreement evidences 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 Customer Terms. | — | Removed |
| 14807 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS R&D STUDY AGREEMENT. 18. | — | Removed |
| 14808 | Gusto is Not Responsible for Things Gusto Cannot Control This Section 18 does not limit Section 26 of the Gusto Terms, concerning items outside of Gusto’s Control. | — | Removed |
| 14809 | 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 Customer or Customer’s employees, contractors, or authorized representatives. 19. | — | Removed |
| 14810 | Electronic Transmission These R&D Tax Credit Services Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 14811 | 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 R&D Tax Credit Services Terms or (ii) the fact that any signature or acceptance of these R&D Tax Credit Services Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. 20. | — | Removed |
| 14812 | General This Gusto R&D Services Agreement constitutes the entire agreement between Gusto and Customer regarding the R&D Tax Credit Services and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 14813 | This Gusto R&D Services Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 16. | — | Removed |
| 14814 | If any part of this Gusto R&D Services Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Services Agreement. | — | Removed |
| 14815 | The remaining terms will be valid and enforceable. | — | Removed |
| 14816 | Customer may not assign this Gusto R&D Services Agreement, by operation of law or otherwise, without Gusto’s or Gusto’s prior written consent. | — | Removed |
| 14817 | Any attempt by Customer to assign or transfer this Gusto R&D Services Agreement, without such consent, will be null. | — | Removed |
| 14818 | Gusto and Gusto may freely assign or transfer this Gusto R&D Services Agreement Agreement without restriction. | — | Removed |
| 14819 | The provisions of this Gusto R&D Services Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 14820 | Any notices or other communications provided by Gusto under this Gusto R&D Services Agreement, including those regarding modifications to this Gusto R&D Services Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 14821 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 14822 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 14823 | Gusto’s or Gusto’s failure to enforce any right or provision of this Gusto R&D Services Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 14824 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 14825 | Except as expressly set forth in this Gusto R&D Services Agreement, the exercise by either party of any of its remedies under this Gusto R&D Services Agreement will be without prejudice to its other remedies under this Gusto R&D Services Agreement or otherwise. 21. | — | Removed |
| 14826 | Contact Information If Customer has any questions about this Agreement or the R&D Tax Credit Services, Customer may contact Gusto at [email protected] . | — | Removed |
| 14827 | Gusto is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 14828 | Ardius is a subsidiary of Gusto. | — | Removed |
| 14829 | If Customer is a California resident, Customer may report complaints regarding the R&D Tax Credit 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 September 29th 2023 to October 13th 2023 Download Table of Contents Gusto R&D Tax Credit Services Terms Last updated December 2, 2022 These Gusto R&D Tax Credit Services Terms (the “ R&D Tax Credit Services Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the R&D Tax Credit Redemption Service Terms, incorporated herein by reference to www.gusto.com/about/terms/rd-tax-credit (the “ R&D Credit Redemption Terms ”) (collectively, the “ R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. its subsidiary and its affiliates, and Ardius, LLC (“ Ardius ”), a Gusto company (collectively “ Gusto ”) agrees to provide eligible customers of Gusto (each a “ User ,” as defined in the Gusto Terms) with the ability to request certain research and development (“R&D”) tax credit services from and become a customer of Gusto (“ Customer ”) via the Gusto all-in-one HR platform (the “ Platform ”). | — | Removed |
| 14830 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as pthe agreement of such business or individual. | — | Removed |
| 14831 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14832 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these R&D Tax Credit Services Terms. | — | Removed |
| 14833 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14834 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14835 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 14836 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D TAX CREDIT SERVICES AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. | — | Removed |
| 14837 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17 HEREIN. 1. | — | Removed |
| 14838 | R&D Tax Credit Services Provided that Customer (a) meets Customer’s payment obligations; (b) complies with the terms of this Gusto R&D Services Agreement; and (c) meets the Eligibility Criteria (as defined below), Gusto will provide the R&D Tax Credit Services to Customer via the Platform. | — | Removed |
| 14839 | Customer’s use of the R&D Tax Credit Services shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14840 | Gusto will perform the R&D Tax Credit Service(s) for which Customer is enrolled, which may include any of the following: (a) reviewing Customer records, such as contracts, invoices, and other contemporaneous documentation supporting the qualifying activities (collectively “ Customer Documentation ” and further defined herein) provided by Customer; (b) interviewing Customer’s employees and/or business personnel (“ Customer Interviews ”); (c) using the Customer Documentation and Customer Interviews (collectively “ Provided Information ” as further defined herein) to identify, calculate, author basic qualitative documentation and prepare applicable tax forms (the “ Customer Tax Forms ”) pertaining to Customer’s available federal and supported state R&D tax credits (“ R&D Tax Credits ”) (the “ Study Service ”); (d) authoring additional qualitative documentation, including project activity summary reports, to support the R&D Tax Credit calculation (the “ Enhanced Documentation ”); and/or (e) up to ten (10) hours of assistance in gathering the data necessary to respond to inquiries from the Internal Revenue Service (“IRS”) about the tax credits (“ Audit Assistance ”) (individually and collectively, the “ R&D Tax Credit Services ”). | — | Removed |
| 14841 | Customer may enroll in any such R&D Tax Credit Service for which it meets the Eligibility Criteria. | — | Removed |
| 14842 | Customer’s enrollment in and use of the R&D Tax Credit Services (in compliance with these R&D Tax Credit Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Platform as described in the R&D Credit Redemption Terms. | — | Removed |
| 14843 | Unless otherwise specified in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14844 | Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14845 | We encourage Customer to consult a tax advisor prior to using the R&D Tax Credit Services and in the event of an audit or examination. | — | Removed |
| 14846 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 14847 | Eligibility Requirements for the R&D Tax Credit Services Customer acknowledges that only businesses that qualify for R&D Tax Credits are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 14848 | Eligibility requirements for the R&D Tax Credits are established by the IRS, and more information about the R&D Tax Credits, including the IRS eligibility rules (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 14849 | Gusto will undertake an independent assessment of whether a Customer’s business or business the Customer represents (collectively the “ Company ”) is eligible for R&D Tax Credits. | — | Removed |
| 14850 | In the event that Gusto determines a Company is not eligible for the R&D Tax Credits, Gusto shall promptly inform Customer of the same and this R&D Tax Credit Services Agreement and the R&D Tax Credit Services shall be terminated, subject to the terms of Section 15 below, and Customer shall not be invoiced for any of Service Fees described in Section 6 herein. 3. | — | Removed |
| 14851 | Customer Responsibilities and Representations Related to the R&D Tax Credit Services By accepting these R&D Tax Credit Services Terms, Customer acknowledges and agrees to the following: (a) Instructions: Gusto may provide Customer with instructions about how to use the R&D Tax Credit Services. | — | Removed |
| 14852 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Platform, Gusto’s website and the associated domains thereof, or otherwise. | — | Removed |
| 14853 | (b) Provided Information: Customer shall provide Gusto with the necessary Customer Documentation for Gusto to perform the R&D Tax Credit Services, which may include: (i) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable); (ii) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable); (iii) previously filed tax returns; (iv) invoices and contracts, as necessary, related to contract costs or research expenses; and (v) other contemporaneous documentation supporting the qualification of activities. | — | Removed |
| 14854 | In addition to Customer Documentation, Customer shall provide information via or during Customer Interviews (collectively Customer Documentation and Customer Interviews are referred to as “ Provided Information ”). | — | Removed |
| 14855 | Customer shall be responsible for collecting and submitting this Provided Information to Gusto. | — | Removed |
| 14856 | Customer represents that Customer has the authority to share Provided Information with Gusto, and Customer acknowledges that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 9 and 10 herein. | — | Removed |
| 14857 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Service(s) or R&D Credit Redemption Service, Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Gusto on Company’s behalf. | — | Removed |
| 14858 | (c) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, reports, summaries, information, documents or other materials (collectively, “ Materials ”) that Gusto may submit to Customer for review, and Customer must notify Gusto of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Gusto. | — | Removed |
| 14859 | If Customer is a Company Accountant, then Customer represents and warrants to Gusto that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 14860 | Customer is solely responsible for making Customer’s own decisions on what to include in applicable tax filings and forms. | — | Removed |
| 14861 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Services, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 14862 | (d) Third party notices: Customer must promptly notify Gusto of any third-party notices that Customer may receive which could affect Gusto’s ability to effectively provide the R&D Tax Credit Services, or which could increase the likelihood that a Claim (as defined below) is brought against Customer or Gusto or its affiliates in connection with the R&D Tax Credit Services, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Services. | — | Removed |
| 14863 | (e) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 14864 | Unless otherwise specified by Gusto in writing, Gusto is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Customer acknowledges that Gusto is not in the business of providing professional or legal advice. | — | Removed |
| 14865 | Gusto encourages Customer to consult a tax advisor in the event of an audit or examination. 4. | — | Removed |
| 14866 | Audit Assistance Does Not Constitute Professional or Legal Advice If Customer enrolls in Audit Assistance, as defined herein, and in the event that such Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Gusto as described below, Gusto may undertake commercially reasonable efforts to provide Customer with up to ten (10) hours of informational guidance regarding what to expect and how to prepare for an audit. | — | Removed |
| 14867 | Audit Assistance is intended to educate the Customer as to requirements for activities and expenses to qualify for R&D Tax Credits and effective approaches to addressing the R&D Tax Credit portion of the audit. | — | Removed |
| 14868 | Audit Assistance will not address any other sections of the tax return or inquiries that do not directly pertain to the R&D Tax Credit, as determined at the sole discretion of Gusto. | — | Removed |
| 14869 | Audit Assistance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 14870 | Gusto will not act as Customer’s representative in an audit. | — | Removed |
| 14871 | Customer is encouraged to consult a tax advisor for guidance in the event of an audit or examination. | — | Removed |
| 14872 | Audit Assistance is only available for federal and state tax audit notices and/or letters. | — | Removed |
| 14873 | To redeem Audit Assistance, Customer must provide Gusto with copies of all relevant notices or and/or letters in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Gusto in its sole discretion. | — | Removed |
| 14874 | Audit Assistance will only be available to Customers for twelve months following such Customer’s date of enrollment in Audit Assistance, which for purposes of this R&D Tax Credit Services Agreement is deemed the day Customer submits approval of Gusto’s R&D tax credit calculations. | — | Removed |
| 14875 | Audit Assistance will not be available to Customers who have, as determined by Gusto in its sole sole discretion, materially altered or modified the information or content on the Customer Tax Forms as originally drafted by Gusto. 5. | — | Removed |
| 14876 | R&D Tax Credit Services Fees Gusto will invoice and Customer agrees to pay the fees associated with the Gusto R&D Tax Credit Service(s) for which it has enrolled. | — | Removed |
| 14877 | These fees may include, without limitation: (a) a one-time eligibility fee (“ Eligibility Fee ”); (b) a percentage of the R&D Tax Credits identified by Gusto and available to Customer (“ Service Fee ”); (c) and/or an annual fee (“ Annual Fee ”) (collectively, the “ R&D Tax Credit Services Fees ”). | — | Removed |
| 14878 | The R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing . | — | Removed |
| 14879 | From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees at its sole discretion. | — | Removed |
| 14880 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice. | — | Removed |
| 14881 | In addition, Gusto may update the R&D Tax Credit Services Fees at any time. 6. | — | Removed |
| 14882 | Payment of R&D Tax Credit Services Fees Gusto shall invoice Customer for the R&D Tax Credit Services Fees according to the following invoice schedule: Study Service: (1) The Study Service Eligibility Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14883 | (2) The Study Service Fee will be invoiced once the Customer submits approval of Gusto’s R&D tax credit calculations from the Platform. | — | Removed |
| 14884 | Enhanced Document: The Enhanced Document Fee will be invoiced once the Enhanced Document deliverables (such deliverables to be defined in the applicable sales agreement between Gusto and Customer) are available for Customer download in the Platform. | — | Removed |
| 14885 | The Enhanced Document is deemed accepted fifteen (15) days after it is made available on the Platform. | — | Removed |
| 14886 | Notification in the Platform is sufficient for notification purposes, and Gusto may provide additional notification via electronic mail. | — | Removed |
| 14887 | Audit Assistance: The Audit Assistance Annual Fee will be invoiced concurrently with the Study Service Fee. | — | Removed |
| 14888 | Customer may, in compliance with the R&D Credit Redemption Terms, utilize claimed R&D Tax Credits to offset Customer’s payroll tax liabilities. | — | Removed |
| 14889 | User agrees to pay the R&D Tax Credit Services Fees for the Services as outlined in Sections 5 and 6 of these Terms and in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing. | — | Removed |
| 14890 | User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. | — | Removed |
| 14891 | User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to or from the Bank Account and the transmission of funds via ACH transactions to or from the Bank Account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). | — | Removed |
| 14892 | Notwithstanding the foregoing, Customer shall pay all invoice(s) within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. | — | Removed |
| 14893 | Gusto reserves the right to assess interest charges to any past due amounts at the lower of (a) two percent (2%) per month; or (b) the maximum amount allowed by law. | — | Removed |
| 14894 | All R&D Tax Credit Services Fees are non-refundable unless otherwise specified on the invoice. | — | Removed |
| 14895 | Customer understands that failure to pay R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this R&D Tax Credit Services Agreement and the incorporated Gusto Terms of Service Agreement available at https://gusto.com/about/terms . | — | Removed |
| 14896 | Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 14897 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 15 of these R&D Tax Credit Services Terms, or the Company for whom Customer has requested Gusto provide the R&D Tax Credit Services is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Gusto will invoice Customer for the same in accordance with the terms of this Section 6. 7. | — | Removed |
| 14898 | User Accounts To use the Gusto R&D Tax Credit Services, Customer must have an account with Gusto (a “ Gusto Account ”). | — | Removed |
| 14899 | Customer hereby authorizes Gusto to obtain and store Customer’s Account information as necessary to make the Gusto R&D Tax Credit Services available to Customer. 8. | — | Removed |
| 14900 | Privacy Policy For information on how Gusto collects, uses, and discloses information from Customer, please refer to Gusto’s Privacy Policy (“ Privacy Policy ”, incorporated herein by reference to https://gusto.com/about/privacy ). | — | Removed |
| 14901 | Customer acknowledges and understands that Gusto may collect, use, and disclose Customer’s information pursuant to the Privacy Policy as it may be updated from time to time. | — | Removed |
| 14902 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the Gusto R&D Tax Credit Services. | — | Removed |
| 14903 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to the Privacy Policy. 9. | — | Removed |
| 14904 | Gusto has No Liability for Provided Information For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 14905 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 14906 | Customer understands that Gusto will rely on the Provided Information furnished by Customer in performing the R&D Tax Credit Services. | — | Removed |
| 14907 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Gusto’s reliance on the Provided Information. | — | Removed |
| 14908 | Determining the amount of R&D Tax Credit that the Customer may be eligible to claim in a given tax year (the “ Available Credit ”) remains solely the responsibility of the Customer. 10. | — | Removed |
| 14909 | Obligation to Notify Gusto of Changes to Provided Information Customer must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 14910 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 14911 | Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Gusto of any changes to the Provided Information. 11. | — | Removed |
| 14912 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the R&D Tax Credit Services. | — | Removed |
| 14913 | Customer grants Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the R&D Tax Credit Services. | — | Removed |
| 14914 | Customer agrees that any feedback or suggestions provided by Customer to Gusto about the R&D Tax Credit Services (“ Feedback ”) is given entirely 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 Customer. | — | Removed |
| 14915 | Feedback includes, without limitation, feedback Customer provides to Gusto in response to surveys Gusto and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 14916 | Gusto retains all intellectual property rights in the Platform. 12. | — | Removed |
| 14917 | Warranty Disclaimers Customer’s use of the Platform and R&D Tax Credit Services is entirely at Customer’s own risk. | — | Removed |
| 14918 | Gusto is not in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 14919 | Any information provided by Gusto via the Platform or the R&D Tax Credit Services or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 14920 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 14921 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND R&D TAX CREDIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. | — | Removed |
| 14922 | 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. | — | Removed |
| 14923 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. | — | Removed |
| 14924 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 14925 | GUSTO DOES NOT WARRANT THAT THE PLATFORM OR R&D TAX CREDIT SERVICES WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 14926 | IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. 13. | — | Removed |
| 14927 | Indemnity Customer will indemnify and hold harmless Gusto, Gusto’s officers, directors, employees, and agents, Gusto’s subsidiaries and affiliates, and the officers, directors, employees, and agents of its subsidiaries and affiliates (each an “ Indemnified Party ” and collectively 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 or use of the Platform or R&D Tax Credit Services; (ii) Customer’s violation or alleged violation of this Gusto R&D Services Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Gusto’s or any other Indemnified Party’s use of or reliance on information or data, including Provided Information, furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Services Agreement; (vii) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the R&D Tax Credit Services or this Gusto R&D Services Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “Requested Action”); (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Gusto’s or Gusto’s instructions with respect to the R&D Tax Credit Services. 14. | — | Removed |
| 14928 | Limitation of Liability NEITHER GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR R&D TAX CREDIT SERVICES 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 GUSTO R&D SERVICES AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT 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. | — | Removed |
| 14929 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 14930 | IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D SERVICES AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR R&D TAX CREDIT SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID TO GUSTO FOR USE OF THE R&D TAX CREDIT SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 14931 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND CUSTOMER. 15. | — | Removed |
| 14932 | Term and Termination The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 14933 | Customer may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Sections 6 and 7 herein. | — | Removed |
| 14934 | Gusto may terminate the R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 14935 | In addition, Gusto may immediately suspend or restrict Customer’s Gusto account; suspend or restrict Customer’s access to the R&D Tax Credit Services or immediately terminate the R&D Tax Credit Services and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 14936 | Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the Gusto R&D Tax Credit Service(s) for Customer’s business or organization type, or if the Eligibility Criteria are not met, Gusto, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 14937 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Gusto will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 14938 | The termination of any of the R&D Tax Credit Services or the Gusto R&D Services Agreement will not affect Customer’s or Gusto’s rights with respect to transactions which occurred before termination. | — | Removed |
| 14939 | 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 the Gusto R&D Services Agreement. | — | Removed |
| 14940 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these R&D Tax Credit Services Terms will survive and remain in effect, including Sections 5 and 6 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these R&D Tax Credit Services Terms), 7, 8, and 11 through 19. | — | Removed |
| 14941 | Upon termination of the R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Services will automatically terminate. 16. | — | Removed |
| 14942 | Changes to the Gusto R&D Services Agreement or R&D Tax Credit Services Gusto may modify the Gusto R&D Services Agreement at any time, in its sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 14943 | It is important that Customer reviews any modified Gusto R&D Services Agreement because Customer can continue to use the R&D Tax Credit Services only if Customer accepts the modified Gusto R&D Services Agreement, indicating to Gusto that Customer agrees to be bound by the modified Gusto R&D Services Agreement. | — | Removed |
| 14944 | If Customer does not agree to be bound by the modified Gusto R&D Services Agreement, then Customer may not continue to use the R&D Tax Credit Services. | — | Removed |
| 14945 | Because the R&D Tax Credit Services may evolve over time, Gusto may change or discontinue all or any part of the R&D Tax Credit Services at any time and without notice, at Gusto’s sole discretion. 17. | — | Removed |
| 14946 | Arbitration Notwithstanding any other provision in the Gusto R&D Services Agreement, and except as otherwise set forth in this section, if either Customer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Gusto R&D Services Agreement or the R&D Tax Credit Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ” ) that cannot be resolved directly between Customer 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. | — | Removed |
| 14947 | 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. | — | Removed |
| 14948 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Gusto. | — | Removed |
| 14949 | A single arbitrator will be mutually selected by Gusto and Customer 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 ”). | — | Removed |
| 14950 | If Gusto and Customer 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. | — | Removed |
| 14951 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 14952 | 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. | — | Removed |
| 14953 | The award rendered by the arbitrator shall be final and binding upon Customer and Gusto. | — | Removed |
| 14954 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 14955 | Either Gusto or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 14956 | Either Gusto or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 14957 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 14958 | Customer and Gusto agree and acknowledge that this Gusto R&D Services Agreement evidences 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 Customer Terms. | — | Removed |
| 14959 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS R&D STUDY AGREEMENT. 18. | — | Removed |
| 14960 | Gusto is Not Responsible for Things Gusto Cannot Control This Section 18 does not limit Section 26 of the Gusto Terms, concerning items outside of Gusto’s Control. | — | Removed |
| 14961 | 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 Customer or Customer’s employees, contractors, or authorized representatives. 19. | — | Removed |
| 14962 | Electronic Transmission These R&D Tax Credit Services Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 14963 | 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 R&D Tax Credit Services Terms or (ii) the fact that any signature or acceptance of these R&D Tax Credit Services Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. 20. | — | Removed |
| 14964 | General This Gusto R&D Services Agreement constitutes the entire agreement between Gusto and Customer regarding the R&D Tax Credit Services and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 14965 | This Gusto R&D Services Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 16. | — | Removed |
| 14966 | If any part of this Gusto R&D Services Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Services Agreement. | — | Removed |
| 14967 | The remaining terms will be valid and enforceable. | — | Removed |
| 14968 | Customer may not assign this Gusto R&D Services Agreement, by operation of law or otherwise, without Gusto’s or Gusto’s prior written consent. | — | Removed |
| 14969 | Any attempt by Customer to assign or transfer this Gusto R&D Services Agreement, without such consent, will be null. | — | Removed |
| 14970 | Gusto and Gusto may freely assign or transfer this Gusto R&D Services Agreement Agreement without restriction. | — | Removed |
| 14971 | The provisions of this Gusto R&D Services Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 14972 | Any notices or other communications provided by Gusto under this Gusto R&D Services Agreement, including those regarding modifications to this Gusto R&D Services Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 14973 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 14974 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 14975 | Gusto’s or Gusto’s failure to enforce any right or provision of this Gusto R&D Services Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 14976 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 14977 | Except as expressly set forth in this Gusto R&D Services Agreement, the exercise by either party of any of its remedies under this Gusto R&D Services Agreement will be without prejudice to its other remedies under this Gusto R&D Services Agreement or otherwise. 21. | — | Removed |
| 14978 | Contact Information If Customer has any questions about this Agreement or the R&D Tax Credit Services, Customer may contact Gusto at [email protected] . | — | Removed |
| 14979 | Gusto is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 14980 | Ardius is a subsidiary of Gusto. | — | Removed |
| 14981 | If Customer is a California resident, Customer may report complaints regarding the R&D Tax Credit 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 June 9th 2022 to September 29th 2023 Download Table of Contents Gusto R&D Tax Credit Services Terms Last updated June 6, 2022 These Gusto R&D Tax Credit Services Terms (the “ Gusto R&D Services Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the R&D Tax Credit Redemption Service Terms available at www.gusto.com/about/terms/rd-tax-credit (the “ R&D Credit Redemption Terms ”) (collectively, the “ Gusto R&D Services Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 14982 | (“ Gusto ”) and its subsidiary Ardius, LLC and its affiliates (“ Ardius ”), a Gusto company, agree to provide eligible customers of Gusto, Inc. | — | Removed |
| 14983 | (“ Gusto ”) (each a “User,” as defined in the Gusto Terms) with the ability to request certain R&D tax services from and become a customer of Ardius (each, a “ Customer ”), via the Gusto Platform. | — | Removed |
| 14984 | If Customer is agreeing to these terms on behalf of a business or an individual other than Customer, Customer represents and warrants that Customer has authority to bind that business or other individual to this Gusto R&D Services Agreement, and Customer’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 14985 | In that event, “Customer” also refers to that business or individual. | — | Removed |
| 14986 | By clicking the applicable button or checking the applicable box to indicate Customer’s acceptance of the Gusto R&D Services Agreement, Customer agrees, effective as of the date of such action, to be bound by these Gusto R&D Services Terms. | — | Removed |
| 14987 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of Customer’s Account, and/or Customer’s enrollment in the Gusto Payroll Service, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 14988 | Capitalized terms not otherwise defined herein have the meanings assigned to them in the Gusto Terms or the R&D Credit Redemption Terms, as applicable. | — | Removed |
| 14989 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17 HEREIN. 1. | — | Removed |
| 14990 | Gusto R&D Tax Credit Services Provided that Customer (i) meets Customer’s payment obligations; (ii) complies with the terms of this Gusto R&D Services Agreement, and; (iii) meets the Eligibility Criteria (as defined below), Ardius will provide the R&D Tax Credit Study Service (as defined below, and f/k/a Gusto R&D Tax Credit Service powered by Ardius), to Customer via the Gusto Platform. | — | Removed |
| 14991 | Customer’s use of the R&D Tax Credit Study Service shall include access to, and use of, Gusto’s R&D Credit Redemption Service (as defined below, and f/k/a Gusto R&D Tax Credit Service), and Gusto shall provide such access provided that Customer complies with the obligations of this Gusto R&D Services Agreement. | — | Removed |
| 14992 | Collectively, the R&D Tax Credit Study Service and the R&D Credit Redemption Service are referred to as the Gusto R&D Tax Credit Services . | — | Removed |
| 14993 | Ardius will perform the R&D Tax Credit Study Service, which includes the following, depending on the information that Customer is able to provide: (a) creating an account for Customer in the Ardius website portal, (b) reviewing Customer records, such as contracts and invoices (collectively “ Customer Documentation ”) provided to Ardius by Customer, (c) interviewing Customer’s employees and/or business personnel (collectively “ Customer Interviews ”), (d) using Customer Documentation and Customer Interviews (collectively, “ Provided Information ” as further defined herein) to prepare a final report (the “ R&D Tax Credit Study Report ” f/k/a the Ardius Report) that documents what Customer activities may constitute qualified research for purposes of filing for and possibly receiving a Federal R&D Tax Credit, and (e) utilizing the Provided Information to prepare applicable tax forms (the “ Customer Tax Forms ”) (collectively, the “ R&D Tax Credit Study Service ”). | — | Removed |
| 14994 | Customer’s enrollment in and use of the R&D Tax Credit Study Service (in compliance with these Gusto R&D Services Terms) enables Customer to access and use the R&D Credit Redemption Service through the Gusto Platform as described in the R&D Credit Redemption Service Terms, which are available at gusto.com/about/rd-tax-credit and incorporated herein by reference. | — | Removed |
| 14995 | Unless otherwise specified in writing, neither Ardius nor Gusto is responsible for providing any assistance in preparing for or responding to tax audits, examinations, inquiries or communications of any kind from any state or federal tax authority or anyone reasonably believed to represent a state or federal tax authority. | — | Removed |
| 14996 | Ardius and Gusto are not in the business of providing professional or legal advice. | — | Removed |
| 14997 | We encourage Customer to consult an attorney prior to using the Gusto R&D Tax Credit Services (including the R&D Tax Credit Study Service and the R&D Credit Redemption Service) and in the event of an audit or examination. | — | Removed |
| 14998 | Customer shall be responsible for: (i) collecting and providing requested Customer Documentation, (ii) identifying and scheduling participants for Customer Interviews in coordination with Ardius, (iii) participating in Customer Interviews as needed, (iv) reviewing and editing or verifying the accuracy of all Materials (as defined herein), including R&D Tax Credit Study Reports and Customer Tax Forms; (v) making Customer’s own decisions on what to include in applicable tax filings and forms; (vi) finalizing, compiling and filing Customer Tax Forms with the applicable tax agencies; and (vii) all communications (written or oral) or interactions with tax agencies or authorities or anyone reasonably believed to be a representative of a tax agency or authority. | — | Removed |
| 14999 | For avoidance of doubt, Customer is solely responsible for all state or federal tax filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. 2. | — | Removed |
| 15000 | Eligibility Requirements for the Gusto R&D Tax Credit Services Customer acknowledges and agrees that the eligibility requirements in Section 4 of the R&D Credit Redemption Terms apply herein with full force. | — | Removed |
| 15001 | Without limiting the foregoing, Customer acknowledges that only businesses that qualify for the Federal R&D Tax Credit are eligible for the Gusto R&D Tax Credit Service. | — | Removed |
| 15002 | Eligibility requirements for the Federal R&D Tax Credit are established by the Internal Revenue Service (“IRS”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “Eligibility Criteria”), can be found on the IRS website. | — | Removed |
| 15003 | Before enrolling a company (the “Company”) in the R&D Tax Credit Study Service, Customer is encouraged to consult with an accountant or attorney to determine whether such Company is eligible for the Federal R&D Tax Credit. | — | Removed |
| 15004 | Ardius may undertake an independent assessment of whether a Company is eligible for Federal R&D Tax Credits. | — | Removed |
| 15005 | In the event that Ardius determines a Company is not eligible for the Federal R&D Tax Credit, Ardius shall promptly inform Customer of the same and this Agreement and the Gusto R&D Tax Credit Services shall be terminated, subject to the terms of Section 14 below and Customer shall not be invoiced for any of Service Fees described in Section 5 herein. 3. | — | Removed |
| 15006 | Customer Responsibilities Related to the Gusto R&D Tax Credit Service For avoidance of doubt, Section 5 of the R&D Credit Redemption Terms applies herein with full force and effect. | — | Removed |
| 15007 | Without limiting the foregoing, by accepting these Gusto R&D Services Terms, Customer also acknowledges and agrees to the following: (i) Instructions: Gusto and Ardius may provide Customer with instructions about how to use the R&D Tax Credit Study Service. | — | Removed |
| 15008 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Gusto Site or Ardius’s website, or otherwise. | — | Removed |
| 15009 | (ii) Provided Information: Customer represents that Customer has the authority to share Provided Information (as defined herein) with Ardius and Gusto, and Customer understands that Customer is solely responsible for the accuracy, currency, and completeness of such Provided Information as further described in Sections 8 and 9 herein. | — | Removed |
| 15010 | If Customer is an accountant for the Company (each, a “ Company Accountant ”), then by accepting this Gusto R&D Services Agreement or using either the R&D Tax Credit Study Service or R&D Credit Redemption Service Customer represents and warrants that the Company has authorized Customer to share such Provided Information with Ardius and Gusto on Company’s behalf. | — | Removed |
| 15011 | (iii) Review and approval: Customer is responsible for reviewing all Customer Tax Forms, the R&D Tax Credit Study Report, summaries, information, documents or materials (collectively, “ Materials ”) that Ardius may submit to Customer for review, and Customer must notify Ardius of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Ardius. | — | Removed |
| 15012 | If Customer is a Company Accountant, then Customer represents and warrants to Ardius that Customer is authorized to review the Materials on Company’s behalf. | — | Removed |
| 15013 | Customer accepts full responsibility for all results, outcomes, and/or consequences of Customer’s use of or reliance on the R&D Tax Credit Study Service, including, without limitation, the final R&D Tax Credits awarded by the IRS, and for Customer’s reliance on any of the Materials. | — | Removed |
| 15014 | (iv) Third party notices: Customer must promptly notify Ardius of any third-party notices that Customer may receive which could affect Ardius’s ability to effectively provide the R&D Tax Credit Study Service, or which could increase the likelihood that a Claim (as defined below) is brought against Customer, Ardius, or Gusto in connection with the R&D Tax Credit Study Service, e.g. notices from the IRS or other government agencies regarding penalties or errors relating to the R&D Tax Credit Study Service. | — | Removed |
| 15015 | (v) Communications with tax agencies: Customer is solely responsible for all tax filings, filing decisions, and any communications with any tax authority or agency (or anyone Ardius or Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information (including any Customer Tax Forms that Customer may choose to file) provided to any tax authority or agency. | — | Removed |
| 15016 | Unless otherwise specified by Ardius or Gusto in writing, neither Ardius nor Gusto is responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Gusto and Ardius are not in the business of providing professional or legal advice. | — | Removed |
| 15017 | Ardius encourages Customer to consult an attorney in the event of an audit or examination. 4. | — | Removed |
| 15018 | Ardius Audit Guidance Does Not Constitute Professional or Legal Advice If specifically included in the R&D Tax Credit Study Service, and in the event that Customer receives an IRS or state tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Ardius as described below, Ardius may undertake commercially reasonable efforts to provide Customer with up to 10 hours of informational guidance regarding what to expect and how to prepare for an audit (“ Ardius Audit Guidance ”). | — | Removed |
| 15019 | Ardius Audit Guidance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 15020 | Ardius will not act as Customer’s representative in an audit. | — | Removed |
| 15021 | Customer is encouraged to consult an attorney for guidance in the event of an audit or examination. | — | Removed |
| 15022 | Ardius Audit Guidance only applies to federal and state tax audit notices and/or letters. | — | Removed |
| 15023 | To request Ardius Audit Guidance, Customer must provide Ardius with copies of the relevant notice or letter in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Ardius in its sole discretion. | — | Removed |
| 15024 | Ardius Audit Guidance will only be available to Customers for three years following the federal filing date of the relevant Customer Tax Forms (so, for example, Ardius may provide Ardius Audit Guidance to Customer for Customer Tax Forms for the 2021 tax year up to April 18, 2025, three years following the 2022 federal filing deadline of April 18, 2022) and Customer must request such Ardius Audit Guidance prior to the expiration of the three year period. | — | Removed |
| 15025 | Ardius Audit Guidance will not be available to Customers who have materially altered or modified (as determined by Ardius in its sole discretion) the information or content on the Customer Tax Forms as originally drafted by Ardius. 5. | — | Removed |
| 15026 | Gusto R&D Tax Credit Services Fees Ardius (either directly or by and through its parent company, Gusto) will invoice and Customer agrees to pay the fees for the Gusto R&D Tax Credit Services (the “ Gusto R&D Tax Credit Services Fees ”). | — | Removed |
| 15027 | The Gusto R&D Tax Credit Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing and www.ardius.com/about/pricing. | — | Removed |
| 15028 | From time to time Ardius or Gusto may offer discounts on the Gusto R&D Tax Credit Services Fees at their sole discretion. | — | Removed |
| 15029 | In such cases the discounts shall be confirmed with the Customer in writing on the applicable invoice or Sales Agreement. | — | Removed |
| 15030 | In addition, Ardius and Gusto may update the Gusto R&D Tax Credit Services Fees at any time. | — | Removed |
| 15031 | Customer shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Ardius or Gusto may deem acceptable in its sole discretion. | — | Removed |
| 15032 | All Gusto R&D Tax Credit Services Fees, including fees for Utilized R&D Credits (as defined further herein), are non-refundable unless otherwise specified in the R&D Tax Credit Study Service Agreement. | — | Removed |
| 15033 | Customer understands that failure to pay Gusto R&D Tax Credit Services Fees as they become payable may result in suspension or termination of this Gusto R&D Tax Credit Services Agreement. | — | Removed |
| 15034 | Customer may utilize claimed R&D Tax Credits to offset Customer’s payroll tax liabilities. | — | Removed |
| 15035 | When Customer utilizes an R&D Tax Credit identified by and claimed in reliance on or as a result of Customer’s use of the R&D Tax Credit Study Service (a “ Utilized R&D Credit ”), Ardius or Gusto shall invoice customer for a percentage of the total monetary value of the Utilized R&D Credit(s) as stated on the applicable fee schedules. | — | Removed |
| 15036 | Customer agrees to reimburse Ardius for any sales, use, and similar taxes arising from the provision of the Gusto R&D Tax Credit Services that any federal, state, or local governments may impose. | — | Removed |
| 15037 | In the event that Customer elects to terminate this Gusto R&D Services Agreement in accordance with Section 14 of these Gusto R&D Services Terms, or the Company for whom Customer has requested Ardius provide the R&D Tax Credit Study Service is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining Gusto R&D Tax Credit Services Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts, and Ardius or Gusto will invoice Customer for the same in accordance with the terms of this Section 5. 6. | — | Removed |
| 15038 | User Accounts To use the R&D Tax Credit Study Service, Customer must have an account with Ardius (an “ Ardius Account ”). | — | Removed |
| 15039 | Customer hereby authorizes Ardius to obtain and store Customer’s Account information as necessary to make the R&D Tax Credit Study Service available to Customer. | — | Removed |
| 15040 | An Ardius Account is not required if Customer elects only to use the R&D Credit Redemption Service and is not enrolling in the R&D Tax Credit Study Service. 7. | — | Removed |
| 15041 | Privacy Policy Please refer to Ardius’s Privacy Policy for information on how Ardius collects, uses, and discloses information from Customer. | — | Removed |
| 15042 | Customer acknowledges and understands that Ardius may collect, use, and disclose Customer’s information pursuant to Ardius’s Privacy Policy as it may be updated from time to time. | — | Removed |
| 15043 | Ardius is a subsidiary and affiliate of Gusto, and customer authorizes Ardius to access payroll and expense information from Customer’s Gusto account in order to perform the R&D Tax Credit Study Service. | — | Removed |
| 15044 | For more information on how Gusto and its affiliates and subsidiaries collect, use and disclose information from Users, please refer to Gusto’s Privacy Policy. 8. | — | Removed |
| 15045 | Ardius has No Liability for Provided Information Neither Ardius nor Gusto is responsible or liable for determining the Federal R&D Tax Credit that Customer may be eligible to claim in a given tax year (the “ Available Credit ”). | — | Removed |
| 15046 | Determining the amount of Available Credit remains solely the responsibility of the Customer. | — | Removed |
| 15047 | Customer must provide Ardius with the necessary information for Ardius to perform the R&D Tax Credit Study Service, which may include Customer Documentation such as (a) employee W-2 information via Company documents and/or API access to Company’s payroll service API (as applicable), (b) general ledger information regarding departmental contract and supply costs via connecting to Company’s accounting service API (as applicable), (c) previously filed tax returns; (d) invoices and contracts, as necessary, related to contract costs or research expenses, and (e) contemporaneous documentation supporting the qualification of activities; as well as information collected via or during Customer Interviews (collectively, “ Provided Information ”). | — | Removed |
| 15048 | For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 15049 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15050 | Customer understands that Ardius will rely on the Provided Information furnished by Customer in performing the Gusto R&D Tax Credit Services. | — | Removed |
| 15051 | Neither Ardius nor Gusto is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined in the Gusto Terms) arising from Ardius’s or Gusto’s reliance on the Provided Information. 9. | — | Removed |
| 15052 | Obligation to Notify Ardius of Changes to Provided Information Customer must promptly notify Ardius of any changes to the Provided Information. | — | Removed |
| 15053 | In particular, Customer must promptly notify Ardius if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 15054 | Ardius and Gusto are not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors, arising from Customer’s failure to notify Ardius or Gusto of any changes to the Provided Information. 10. | — | Removed |
| 15055 | Proprietary Rights Customer retains all intellectual property rights in and to Customer’s information or data, including Provided Information, and Gusto retains all intellectual property rights in the Gusto R&D Tax Credit Services. | — | Removed |
| 15056 | Customer grants Ardius and Gusto a limited license to use Customer’s information and/or data, including Provided Information, to provide and improve the Gusto R&D Tax Credit Services. | — | Removed |
| 15057 | Customer agrees that any feedback or suggestions provided by Customer to Ardius or Gusto about the Gusto R&D Tax Credit Services (“Feedback”) is given entirely voluntarily, and Ardius and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as they see fit, entirely without obligation or restriction of any kind and without compensating or crediting Customer. | — | Removed |
| 15058 | Feedback includes, without limitation, feedback Customer provides to Ardius in response to surveys Ardius and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 15059 | Gusto retains all intellectual property rights in the Gusto Platform. 11. | — | Removed |
| 15060 | Warranty Disclaimers Customer’s use of the Gusto Platform and Gusto R&D Tax Credit Services is entirely at Customer’s own risk. | — | Removed |
| 15061 | Neither Ardius nor Gusto is in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 15062 | Any information provided by Ardius or Gusto via the Platform or the Gusto R&D Tax Credit Services or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 15063 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 15064 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND GUSTO R&D TAX CREDIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY ARDIUS OR GUSTO. | — | Removed |
| 15065 | WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARDIUS AND GUSTO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. | — | Removed |
| 15066 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE GUSTO R&D TAX CREDIT SERVICEs. ARDIUS AND GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND ARDIUS AND GUSTO MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 15067 | ARDIUS AND GUSTO DO NOT WARRANT THAT THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICEs WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 15068 | IN ADDITION, ARDIUS AND GUSTO EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. 12. | — | Removed |
| 15069 | Indemnity Customer will indemnify and hold harmless Gusto, Ardius, and Gusto’s and Ardius’s officers, directors, employees, and agents (each an “ Indemnified Party ” and collectively 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 or use of the Platform or Gusto R&D Tax Credit Services; (ii) Customer’s violation or alleged violation of this Gusto R&D Services Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Ardius’s or any other Indemnified Party’s use of or reliance on information or data, including Provided Information, furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Services Agreement; (vii) actions or activities that Ardius or any other Indemnified Party undertakes in connection with the Gusto R&D Tax Credit Services or this Gusto R&D Services Agreement at the direct request or instruction of anyone that Ardius or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “Requested Action”); (viii) Ardius’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Ardius’s or Gusto’s instructions with respect to the Gusto R&D Tax Credit Services. 13. | — | Removed |
| 15070 | Limitation of Liability NEITHER ARDIUS, GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICES 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 GUSTO R&D SERVICES AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICES WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDIUS OR 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. | — | Removed |
| 15071 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 15072 | IN NO EVENT WILL ARDIUS’S OR GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D SERVICES AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ARDIUS OR GUSTO FOR USE OF THE GUSTO R&D TAX CREDIT SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 15073 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO, ARDIUS AND CUSTOMER. 14. | — | Removed |
| 15074 | Term and Termination The Gusto R&D Tax Credit Services and the Gusto R&D Services Agreement will continue until terminated by either party. | — | Removed |
| 15075 | Customer may terminate the Gusto R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Gusto or Ardius at least thirty (30) days prior written notice, and shall complete the payment of remaining Service Fees as set forth in Section 5 herein. | — | Removed |
| 15076 | Ardius or Gusto may terminate the Gusto R&D Tax Credit Services and the Gusto R&D Services Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 15077 | In addition, Ardius, by and through Gusto, may immediately suspend or restrict Customer’s Ardius account; suspend or restrict Customer’s access to the Gusto R&D Tax Credit Services or immediately terminate the R&D Tax Credit Study Service and this Gusto R&D Services Agreement, in each case with or without notice to Customer, in the event that: (i) Ardius or Gusto has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Services Agreement; (ii) Ardius determines that Customer’s actions are likely to cause legal liability for or material negative impact to Ardius; (iii) Ardius believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ardius has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Ardius or Gusto providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 15078 | Furthermore, while Ardius strives to support a multitude of business and organization types, in certain unique situations, if Ardius cannot support the Gusto R&D Tax Credit Service for Customer’s business or organization type, or if the Eligibility Criteria are not met, Ardius, by and through Gusto, may immediately terminate the Gusto R&D Tax Credit Service and this Gusto R&D Services Agreement upon written notice to Customer. | — | Removed |
| 15079 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Ardius will invoice Customer for the total of the remaining Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 15080 | The termination of any of the Gusto R&D Tax Credit Service or the Gusto R&D Services Agreement will not affect Customer’s, Gusto’s or Ardius’s rights with respect to transactions which occurred before termination. | — | Removed |
| 15081 | Ardius and Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ardius’s termination of the Gusto R&D Services Agreement. | — | Removed |
| 15082 | Any sections of the Gusto R&D Services Agreement which by their nature should survive and the following sections of these Gusto R&D Services Terms will survive and remain in effect: Sections 5 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these Gusto R&D Services Terms), 6, 7, 10 through 19. | — | Removed |
| 15083 | Upon termination of the Gusto R&D Tax Credit Services and/or termination of the Gusto R&D Services Agreement, Customer’s right to access and use such terminated R&D Tax Credit Study Services will automatically terminate. 15. | — | Removed |
| 15084 | Changes to the Gusto R&D Services Agreement or Gusto R&D Tax Credit Services Gusto or Ardius may modify the Gusto R&D Services Agreement at any time, in their sole discretion and shall post the modified Gusto R&D Services Agreement on the Gusto website. | — | Removed |
| 15085 | It is important that Customer reviews any modified Gusto R&D Services Agreement because Customer can continue to use the Gusto R&D Tax Credit Services only if Customer accepts the modified Gusto R&D Services Agreement, indicating to Gusto and Ardius that Customer agrees to be bound by the modified Gusto R&D Services Agreement. | — | Removed |
| 15086 | If Customer does not agree to be bound by the modified Gusto R&D Services Agreement, then Customer may not continue to use the Gusto R&D Tax Credit Services. | — | Removed |
| 15087 | Because the Gusto R&D Tax Credit Services may evolve over time, Ardius may change or discontinue all or any part of the Gusto R&D Tax Credit Services at any time and without notice, at Ardius’s sole discretion. 16. | — | Removed |
| 15088 | Governing Law This Gusto R&D Services Agreement will be interpreted and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. 17. | — | Removed |
| 15089 | Arbitration Notwithstanding any other provision in the Gusto R&D Services Agreement, and except as otherwise set forth in this section, if either Customer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Gusto R&D Services Agreement or the Gusto R&D Tax Credit Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer 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. | — | Removed |
| 15090 | 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. | — | Removed |
| 15091 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Gusto. | — | Removed |
| 15092 | A single arbitrator will be mutually selected by Gusto and Customer 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 ”). | — | Removed |
| 15093 | If Gusto and Customer 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. | — | Removed |
| 15094 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 15095 | 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. | — | Removed |
| 15096 | The award rendered by the arbitrator shall be final and binding upon Customer and Gusto. | — | Removed |
| 15097 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 15098 | Either Gusto or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 15099 | Either Gusto or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 15100 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 15101 | Customer and Gusto agree and acknowledge that this Gusto R&D Services Agreement evidences 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 Customer Terms. | — | Removed |
| 15102 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS R&D STUDYAGREEMENT. 18. | — | Removed |
| 15103 | Ardius is Not Responsible for Things Ardius Cannot Control This Section 18 does not limit Section 26 of the Gusto Terms. | — | Removed |
| 15104 | Ardius is not responsible or liable for any delays or failures in performance from any cause beyond Ardius’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 Customer or Customer’s employees, contractors, or authorized representatives. 19. | — | Removed |
| 15105 | Electronic Transmission These Gusto R&D Services Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 15106 | 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 Gusto R&D Services Terms or (ii) the fact that any signature or acceptance of these Gusto R&D Services Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. 20. | — | Removed |
| 15107 | General This Gusto R&D Services Agreement constitutes the entire agreement between Ardius and Customer regarding the Gusto R&D Tax Credit Services and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 15108 | This Gusto R&D Services Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 15. | — | Removed |
| 15109 | If any part of this Gusto R&D Services Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Services Agreement. | — | Removed |
| 15110 | The remaining terms will be valid and enforceable. | — | Removed |
| 15111 | Customer may not assign this Gusto R&D Services Agreement, by operation of law or otherwise, without Ardius’s or Gusto’s prior written consent. | — | Removed |
| 15112 | Any attempt by Customer to assign or transfer this Gusto R&D Services Agreement, without such consent, will be null. | — | Removed |
| 15113 | Ardius and Gusto may freely assign or transfer this Gusto R&D Services Agreement Agreement without restriction. | — | Removed |
| 15114 | The provisions of this Gusto R&D Services Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 15115 | Any notices or other communications provided by Ardius or Gusto under this Gusto R&D Services Agreement, including those regarding modifications to this Gusto R&D Services Agreement, will be given: (i) via email; or (ii) by posting to the Gusto Platform. | — | Removed |
| 15116 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 15117 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 15118 | Ardius’s or Gusto’s failure to enforce any right or provision of this Gusto R&D Services Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 15119 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ardius. | — | Removed |
| 15120 | Except as expressly set forth in this Gusto R&D Services Agreement, the exercise by either party of any of its remedies under this Gusto R&D Services Agreement will be without prejudice to its other remedies under this Gusto R&D Services Agreement or otherwise. 21. | — | Removed |
| 15121 | Contact Information If Customer has any questions about this Agreement or the Gusto R&D Tax Credit Services, Customer may contact Ardius at [email protected] . | — | Removed |
| 15122 | Ardius is a subsidiary of Gusto. | — | Removed |
| 15123 | Gusto is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 15124 | If Customer is a California resident, Customer may report complaints regarding the Gusto R&D Tax Credit 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 November 15th 2021 to June 9th 2022 Download Table of Contents Gusto R&D Tax Credit Service Powered by Ardius Terms Last updated October 15, 2021. | — | Removed |
| 15125 | These Gusto R&D Tax Credit Service Powered by Ardius Terms Terms (the “Ardius R&D Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto R&D Tax Credit Service Terms available at www.gusto.com/about/terms/rd-tax-credit (the “ Gusto R&D Terms ”) (collectively, the “ Ardius R&D Agreement ”), set forth the terms and conditions under which Ardius, LLC and its affiliates ( “Ardius” ) agree to provide eligible customers of Gusto, Inc. | — | Removed |
| 15126 | (“ Gusto ”) (each a “ User ,” as defined in the Gusto Terms) with the ability to request the Gusto R&D Tax Credit Service Powered by Ardius (as defined below) from and become a customer of Ardius (each, an “ Ardius Customer ” or “ Customer ”), via the Gusto Platform. | — | Removed |
| 15127 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the this Ardius R&D Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15128 | In that event, User also refers to that business or individual. | — | Removed |
| 15129 | By clicking the applicable button to indicate User’s acceptance of the Ardius R&D Agreement, User agrees, effective as of the date of such action, to be bound by these Ardius R&D Terms. | — | Removed |
| 15130 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15131 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 17. | — | Removed |
| 15132 | Gusto R&D Tax Credit Service Powered by Ardius Provided that Customer (i) meets Customer’s payment obligations; (ii) complies with the terms of this Ardius R&D Agreement, and; (iii) meets the Eligibility Criteria (as defined below), Ardius will provide the Gusto R&D Tax Credit Service Powered by Ardius to Customer via the Gusto Platform for the relevant and agreed upon jurisdiction(s), tax filing(s), and fiscal year(s). | — | Removed |
| 15133 | Ardius will perform the Gusto R&D Tax Credit Service Powered by Ardius, which may include but shall not exceed: (a) reviewing Customer records, such as contracts and invoices (“Customer Documentation”) provided to Ardius by Customer, (b) interviewing Customer and Customer employees and/or business personnel identified by Customer (“Customer Interviews”), (c) using Customer Documentation and Customer Interviews to prepare a final report (the “ Ardius Report ”) that documents what Customer activities may constitute qualified research for purposes of filing for and possibly receiving a state or federal research and development tax credit (the “ R&D Tax Credit ”), and (d) utilizing the Customer Documentation and Customer Interviews provided to Ardius by Customer to prepare applicable federal and/or state tax forms (the “ Customer Tax Forms ”) (collectively, the “ Gusto R&D Tax Credit Service Powered by Ardius”) . | — | Removed |
| 15134 | Customer shall be responsible for: (i) providing requested Customer Documentation, (ii) identifying and scheduling participants for Customer Interviews, (iii) participating in Customer Interviews as applicable, (iv) reviewing all Reports and Customer Tax Forms; (v) making its own decisions on what to include on its applicable tax filings; (vi) compiling and filing Customer Tax Forms with the applicable tax agencies; (vii) communicating or otherwise sharing information with tax agencies or authorities or anyone reasonably believed to be a representative of a tax agency or authority. | — | Removed |
| 15135 | For avoidance of doubt, Customer is solely responsible for all filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. | — | Removed |
| 15136 | Unless Ardius or Gusto specifies otherwise in writing, Ardius is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Ardius is not in the business of providing professional or legal advice. | — | Removed |
| 15137 | We encourage Customer to consult an attorney in the event of an audit or examination. | — | Removed |
| 15138 | Eligibility Requirements for the Gusto R&D Tax Credit Service Powered by Ardius Only businesses that qualify for the federal R&D Tax Credit are eligible for the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15139 | Eligibility requirements for the federal R&D Tax Credit are established by the Internal Revenue Service (“ IRS ”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 15140 | Before enrolling a company (the “ Company ”) in the Gusto R&D Tax Credit Service Powered by Ardius, Customer is encouraged to consult with an accountant to determine whether such Company is eligible for the Federal R&D Tax Credit. | — | Removed |
| 15141 | Ardius may also undertake an independent assessment of whether a Company is eligible for federal R&D Tax Credits. | — | Removed |
| 15142 | In the event that Ardius determines a Company is not eligible for the Federal R&D Tax Credit, Ardius shall promptly inform Customer of the same and this Agreement and the Gusto R&D Tax Credit Services Powered by Ardius shall be terminated, subject to the terms of Section 14 below. | — | Removed |
| 15143 | For avoidance of doubt, in the event that Customer’s Company is determined to not be a Qualified Business within the meaning of this Section, Customer shall not be invoiced for the Gusto R&D Tax Credit Service Powered by Ardius Service Fees described in Section 5 herein. | — | Removed |
| 15144 | Customer Responsibilities Related to the Gusto R&D Tax Credit Service Powered by Ardius For avoidance of doubt, Section 5 of the Gusto R&D Terms applies herein with full force and effect. | — | Removed |
| 15145 | Without limiting the foregoing, by accepting these Ardius R&D Terms, Customer also acknowledges and agrees to the following: Instructions : Ardius may provide Customer with instructions about how to use the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15146 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Gusto Site, or otherwise. | — | Removed |
| 15147 | Provided Information : Customer represents that Customer has the authority to share Provided Information (as defined herein) with Ardius, and Customer understands that Customer is solely responsible for the accuracy and completeness of such Provided Information as further described in Sections 8 and 9 herein. | — | Removed |
| 15148 | Review and approval : Customer is responsible for reviewing all Customer Tax Forms, the Ardius Report, summaries, information, documents or materials (collectively, “ Materials ”) that Ardius may submit to Customer for review, and Customer must notify Ardius of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Ardius. | — | Removed |
| 15149 | Customer accepts full responsibility for the results of the Gusto R&D Tax Credit Service Powered by Ardius, and for Customer’s reliance on any of the Materials. | — | Removed |
| 15150 | Third party notices : Customer must promptly notify Ardius of any third-party notices that Customer may receive which could affect Ardius’s ability to effectively provide the Gusto R&D Tax Credit Service Powered by Ardius, or which could increase the likelihood that a Claim (as defined below) is brought against Customer, Ardius, or Gusto in connection with the Gusto R&D Tax Credit Service Powered by Ardius, e.g. notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15151 | Communications with tax agencies : Customer is solely responsible for all filings, filing decisions, and any communications with any tax authority or agency (or anyone Ardius or Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. | — | Removed |
| 15152 | Unless Ardius specifies otherwise in writing, Ardius is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Ardius is not in the business of providing professional or legal advice. | — | Removed |
| 15153 | Ardius encourages Customer to consult an attorney in the event of an audit or examination. | — | Removed |
| 15154 | Ardius Audit Guidance If specifically included in the Gusto R&D Tax Credit Service Powered by Ardius, and in the event that Customer receives an IRS or State tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Ardius as described below, Ardius may undertake commercially reasonable efforts to provide Customer with up to 10 hours of audit guidance, which shall be limited to what to expect and how to prepare for the audit (“ Ardius Audit Guidance ”). | — | Removed |
| 15155 | Ardius Audit Guidance will only be available to Customers for three years following the federal filing date for the most recent tax year. | — | Removed |
| 15156 | Ardius Audit Guidance applies to Federal and State tax audit notices and/or letters. | — | Removed |
| 15157 | To request Ardius Audit Guidance, Customer must provide Ardius with copies of the relevant notice or letter from federal or state tax authorities in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Ardius in its sole discretion. | — | Removed |
| 15158 | Ardius Audit Guidance will not be available to Customers who have materially altered or modified (as determined by Ardius in its sole discretion) the Customer Tax Forms prior to filing. | — | Removed |
| 15159 | Ardius Audit Guidance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 15160 | Ardius will not act as Customer’s representative in an audit. | — | Removed |
| 15161 | Gusto R&D Tax Credit Service Powered by Ardius Service Fees Ardius will invoice and Customer agrees to pay the fees for the Gusto R&D Tax Credit Service Powered by Ardius listed in the Service Fee Table below (the “ Gusto R&D Tax Credit Service Powered by Ardius Service Fees ”). | — | Removed |
| 15162 | From time to time Ardius or Gusto may offer discounts in their sole discretion. | — | Removed |
| 15163 | In addition, Ardius may update the Service Fee Table at any time in its sole discretion. | — | Removed |
| 15164 | Service Fee Table : Milestone List Price Discounted Gusto Price Signing up for Gusto R&D Tax Credit powered by Ardius Service $1,000.00 $0 Upon Ardius’s completion of Customer’s R&D Tax Credit calculations $1,000.00 $100.00 Utilization of R&D Tax Credits 30% of total utilized credit 20% of total utilized credit Customer shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Ardius may deem acceptable in its sole discretion. | — | Removed |
| 15165 | All Gusto R&D Tax Credit Service Powered by Ardius Service Fees are non-refundable unless otherwise specified in the Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15166 | Customer understands that failure to pay Gusto R&D Tax Credit Service Powered by Ardius Service Fees as they become payable may result in suspension or termination of this Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15167 | Customer agrees to reimburse Ardius for any sales, use, and similar taxes arising from the provision of the Gusto R&D Tax Credit Service Powered by Ardius that any federal, state, or local governments may impose. | — | Removed |
| 15168 | In the event that Customer, or the entity for whom Customer has requested Ardius provide the Gusto R&D Tax Credit Service Powered by Ardius, is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining Gusto R&D Tax Credit powered by Ardius Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 15169 | User Accounts To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an account with Ardius (an “Account” ). | — | Removed |
| 15170 | Customer hereby authorizes Ardius to obtain and store User’s Account information as necessary to make the Gusto R&D Tax Credit powered by Ardius Service available to User. | — | Removed |
| 15171 | Privacy Policy Please refer to Ardius’s Privacy Policy for information on how Ardius collects, uses, and discloses information from Customer. | — | Removed |
| 15172 | Customer acknowledges and understands that Ardius may collect, use, and disclose Customer’s information pursuant to Ardius’s Privacy Policy as it may be updated from time to time. | — | Removed |
| 15173 | Gusto is Ardius’ parent company and affiliate, and Customer understands that Ardius has No Liability for Provided Information Ardius is not responsible or liable for determining how much Federal R&D Tax Credit the Customer is eligible to claim in a given tax year (the “ Available Credit ”). | — | Removed |
| 15174 | Determining the amount of Available Credit remains solely the responsibility of the Customer. | — | Removed |
| 15175 | Customer must provide Ardius with the necessary information for Ardius to perform the Gusto R&D Tax Credit powered by Ardius Service, which may include Customer Documentation such as (a) e mployee W-2 data via documents and/or API access to a payroll service API; (b) general ledger information regarding departmental contract and supply costs via connecting to an accounting service API; (c) invoices and contracts, as necessary, related to contract costs; (d) contemporaneous documentation supporting the qualification of activities, and information collected during Customer Interviews (“ Provided Information ”). | — | Removed |
| 15176 | For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 15177 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15178 | Ardius will rely on the Provided Information furnished by Customer. | — | Removed |
| 15179 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined below) arising from reliance on the Provided Information. | — | Removed |
| 15180 | Obligation to Notify Ardius of Changes to Provided Information Customer must promptly notify Ardius of any changes to the Provided Information. | — | Removed |
| 15181 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 15182 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors (as defined below), arising from Customer’s failure to notify Ardius of any changes to the Provided Information. | — | Removed |
| 15183 | Proprietary Rights Customer retains all intellectual property rights in Customer’s information or data, and Ardius retains all intellectual property rights in the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15184 | Customer grants Ardius a limited license to use Customer’s information and/or data to provide and improve the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15185 | Ardius may retain anonymized, de-identified, and aggregated information or data in order to improve the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15186 | Customer agrees that any feedback or suggestions provided by Customer to Ardius about the Gusto R&D Tax Credit Service Powered by Ardius ( “Feedback” ) is given entirely voluntarily, and Ardius 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 Customer. | — | Removed |
| 15187 | Feedback includes, without limitation, feedback Customer provides to Ardius in response to surveys Ardius and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 15188 | Gusto retains all intellectual property rights in the Gusto Platform. | — | Removed |
| 15189 | Warranty Disclaimers Customer’s use of the Platform and Gusto R&D Tax Credit Service Powered by Ardius is entirely at Customer’s own risk. | — | Removed |
| 15190 | Neither Ardius nor Gusto is in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 15191 | Any information provided by Ardius or Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 15192 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 15193 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY ARDIUS OR GUSTO. | — | Removed |
| 15194 | WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARDIUS AND GUSTO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. | — | Removed |
| 15195 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS. | — | Removed |
| 15196 | ARDIUS AND GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND ARDIUS AND GUSTO MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 15197 | ARDIUS AND GUSTO DO NOT WARRANT THAT THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 15198 | IN ADDITION, ARDIUS AND GUSTO EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 15199 | Indemnity Customer will indemnify and hold harmless Gusto, Ardius, and Gusto’s and Ardius’s 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 or use of the Platform or Gusto R&D Tax Credit Service Powered by Ardius; (ii) Customer’s violation or alleged violation of this Gusto R&D Tax Credit Service Powered by Ardius Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Ardius’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Tax Credit Service Powered by Ardius Agreement; (vii) actions or activities that Ardius or any other Indemnified Party undertakes in connection with the Gusto R&D Tax Credit Service Powered by Ardius or this Gusto R&D Tax Credit Service Powered by Ardius Agreement at the direct request or instruction of anyone that Ardius or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “ Requested Action ”); (viii) Ardius’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Ardius’s instructions with respect to the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15200 | Limitation of Liability NEITHER ARDIUS, GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS 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 OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDIUS 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. | — | Removed |
| 15201 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 15202 | IN NO EVENT WILL ARDIUS’S OR GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ARDIUS FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 15203 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND CUSTOMER. | — | Removed |
| 15204 | Term and Termination The Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement will continue until terminated by either party. | — | Removed |
| 15205 | Customer may terminate the Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement by giving Ardius at least thirty (30) days prior written notice. | — | Removed |
| 15206 | Ardius may terminate the Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 15207 | In addition to Ardius’s foregoing termination right, Ardius may immediately suspend or restrict Customer’s Account; suspend or restrict Customer’s access to the Gusto R&D Tax Credit Service Powered by Ardius or immediately terminate the Gusto R&D Tax Credit Service Powered by Ardius and this Ardius R&D Agreement, in each case with or without notice to Customer, in the event that: (i) Ardius has any reason to suspect or believe that Customer may be in violation of the Ardius R&D Agreement; (ii) Ardius determines that Customer’s actions are likely to cause legal liability for or material negative impact to Ardius; (iii) Ardius believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ardius has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Ardius providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 15208 | Furthermore, while Ardius strives to support a multitude of business and organization types, in certain unique situations, if Ardius cannot support the Gusto R&D Tax Credit Service Powered by Ardius for Customer’s business or organization type, or if the Eligibility Criteria are not met, Ardius may immediately terminate the Gusto R&D Tax Credit Service Powered by Ardius and this Ardius R&D Agreement upon written notice to Customer. | — | Removed |
| 15209 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Ardius will invoice Customer for the total of the remaining Gusto R&D Tax Credit Service Powered by Ardius Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 15210 | The termination of any of the Gusto R&D Tax Credit Service Powered by Ardius or the Gusto R&D Tax Credit Service Powered by Ardius Agreement will not affect Customer’s or Ardius’s rights with respect to transactions which occurred before termination. | — | Removed |
| 15211 | Ardius will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ardius’s termination of the Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15212 | Any sections of the Gusto R&D Tax Credit Service Powered by Ardius Agreement which by their nature should survive and the following sections of these Ardius R&D Tax Credit Beta Terms will survive and remain in effect: Sections 5 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these Ardius R&D Tax Credit Beta Terms), 6, 7, 10 through 19. | — | Removed |
| 15213 | Upon termination of the Gusto R&D Tax Credit Service Powered by Ardius and/or termination of the Gusto R&D Tax Credit Service Powered by Ardius Agreement, Customer’s right to access and use such terminated Gusto R&D Tax Credit Service Powered by Ardius will automatically terminate. | — | Removed |
| 15214 | Changes to the Gusto R&D Tax Credit Service Powered by Ardius or the Ardius R&D Agreement Ardius may modify the Ardius R&D Agreement at any time, in Ardius’s sole discretion. | — | Removed |
| 15215 | If Ardius does so, Ardius shall post the modified Ardius R&D Agreement on its website. | — | Removed |
| 15216 | It is important that Customer reviews and accepts any modified Ardius R&D Agreement because Customer can continue to use the Gusto R&D Tax Credit Service Powered by Ardius only if Customer accepts the modified Ardius R&D Agreement, indicating to Ardius that Customer agrees to be bound by the modified Ardius R&D Agreement. | — | Removed |
| 15217 | If Customer does not agree to be bound by the modified Ardius R&D Agreement, then Customer may not continue to use the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15218 | Because the Gusto R&D Tax Credit Service Powered by Ardius may evolve over time, Ardius may change or discontinue all or any part of the Ardius R&D Tax Credit Service Powered by Ardius at any time and without notice, at Ardius’s sole discretion. | — | Removed |
| 15219 | Governing Law This Ardius R&D Agreement will be interpreted and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. | — | Removed |
| 15220 | Arbitration Notwithstanding any other provision in the Ardius R&D Agreement, and except as otherwise set forth in this section, if either Customer or Ardius has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Ardius R&D Agreement or the Gusto R&D Tax Credit Service Powered by Ardius, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer and Ardius, 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. | — | Removed |
| 15221 | 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. | — | Removed |
| 15222 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Ardius. | — | Removed |
| 15223 | A single arbitrator will be mutually selected by Ardius and Customer 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 ”). | — | Removed |
| 15224 | If Ardius and Customer 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. | — | Removed |
| 15225 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 15226 | 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. | — | Removed |
| 15227 | The award rendered by the arbitrator shall be final and binding upon Customer and Ardius. | — | Removed |
| 15228 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 15229 | Either Ardius or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 15230 | Either Ardius or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 15231 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 15232 | Customer and Ardius agree and acknowledge that this Ardius R&D Agreement evidences 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 Customer Terms. | — | Removed |
| 15233 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND ARDIUS ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS AGREEMENT. | — | Removed |
| 15234 | Ardius is Not Responsible for Things Ardius Cannot Control Ardius is not responsible or liable for any delays or failures in performance from any cause beyond Ardius’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 Customer. | — | Removed |
| 15235 | Electronic Transmission These Ardius R&D Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 15236 | 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 Ardius R&D Terms or (ii) the fact that any signature or acceptance of these Ardius R&D Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. | — | Removed |
| 15237 | General This Ardius R&D Agreement constitutes the entire agreement between Ardius and Customer regarding the Gusto R&D Tax Credit Service Powered by Ardius and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 15238 | This Ardius R&D Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 12. | — | Removed |
| 15239 | If any part of this Ardius R&D Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Ardius R&D Agreement . | — | Removed |
| 15240 | The remaining terms will be valid and enforceable. | — | Removed |
| 15241 | Customer may not assign this Ardius R&D Agreement , by operation of law or otherwise, without Ardius’s prior written consent. | — | Removed |
| 15242 | Any attempt by User to assign or transfer this Ardius R&D Agreement , without such consent, will be null. | — | Removed |
| 15243 | Ardius may freely assign or transfer this Ardius R&D Agreement Agreement without restriction. | — | Removed |
| 15244 | The provisions of this Ardius R&D Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 15245 | Any notices or other communications provided by Ardius under this Ardius R&D Agreement , including those regarding modifications to this Ardius R&D Agreement , will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 15246 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 15247 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 15248 | Ardius’s failure to enforce any right or provision of this Ardius R&D Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 15249 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ardius. | — | Removed |
| 15250 | Except as expressly set forth in this Ardius R&D Agreement , the exercise by either party of any of its remedies under this Ardius R&D Agreement will be without prejudice to its other remedies under this Ardius R&D Agreement or otherwise. | — | Removed |
| 15251 | Contact Information If Customer has any questions about this Agreement or the Gusto R&D Tax Credit Service Powered by Ardius, Customer may contact Ardius at [email protected] . | — | Removed |
| 15252 | Ardius is a subsidiary of Gusto. | — | Removed |
| 15253 | Gusto, the provider of the Gusto Platform, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 15254 | If Customer is a California resident, Customer may report complaints regarding the Gusto R&D Tax Credit Service Powered by Ardius 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 November 1st 2021 to November 15th 2021 Download Table of Contents Gusto R&D Tax Credit Service Powered by Ardius Terms Last updated October 15, 2021. | — | Removed |
| 15255 | These Gusto R&D Tax Credit Service Powered by Ardius Terms Terms (the “Ardius R&D Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto R&D Tax Credit Service Terms available at www.gusto.com/about/terms/rd-tax-credit (the “ Gusto R&D Terms ”) (collectively, the “ Ardius R&D Agreement ”), set forth the terms and conditions under which Ardius, LLC and its affiliates ( “Ardius” ) agree to provide eligible customers of Gusto, Inc. | — | Removed |
| 15256 | (“ Gusto ”) (each a “ User ,” as defined in the Gusto Terms) with the ability to request the Gusto R&D Tax Credit Service Powered by Ardius (as defined below) from and become a customer of Ardius (each, an “ Ardius Customer ” or “ Customer ”), via the Gusto Platform. | — | Removed |
| 15257 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the this Ardius R&D Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15258 | In that event, User also refers to that business or individual. | — | Removed |
| 15259 | By clicking the applicable button to indicate User’s acceptance of the Ardius R&D Agreement, User agrees, effective as of the date of such action, to be bound by these Ardius R&D Terms. | — | Removed |
| 15260 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15261 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 15. | — | Removed |
| 15262 | Gusto R&D Tax Credit Service Powered by Ardius Provided that Customer (i) meets Customer’s payment obligations; (ii) complies with the terms of this Ardius R&D Agreement, and; (iii) meets the Eligibility Criteria (as defined below), Ardius will provide the Gusto R&D Tax Credit Service Powered by Ardius to Customer via the Gusto Platform for the relevant and agreed upon jurisdiction(s), tax filing(s), and fiscal year(s). | — | Removed |
| 15263 | Ardius will perform the Gusto R&D Tax Credit Service Powered by Ardius, which may include but shall not exceed: (a) reviewing Customer records, such as contracts and invoices (“Customer Documentation”) provided to Ardius by Customer, (b) interviewing Customer and Customer employees and/or business personnel identified by Customer (“Customer Interviews”), (c) using Customer Documentation and Customer Interviews to prepare a final report (the “ Ardius Report ”) that documents what Customer activities may constitute qualified research for purposes of filing for and possibly receiving a state or federal research and development tax credit (the “ R&D Tax Credit ”), and (d) utilizing the Customer Documentation and Customer Interviews provided to Ardius by Customer to prepare applicable federal and/or state tax forms (the “ Customer Tax Forms ”) (collectively, the “ Gusto R&D Tax Credit Service Powered by Ardius”) . | — | Removed |
| 15264 | Customer shall be responsible for: (i) providing requested Customer Documentation, (ii) identifying and scheduling participants for Customer Interviews, (iii) participating in Customer Interviews as applicable, (iv) reviewing all Reports and Customer Tax Forms; (v) making its own decisions on what to include on its applicable tax filings; (vi) compiling and filing Customer Tax Forms with the applicable tax agencies; (vii) communicating or otherwise sharing information with tax agencies or authorities or anyone reasonably believed to be a representative of a tax agency or authority. | — | Removed |
| 15265 | For avoidance of doubt, Customer is solely responsible for all filings, filing decisions, and any communications with any tax authority or agency (or anyone reasonably believed to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. | — | Removed |
| 15266 | Unless Ardius or Gusto specifies otherwise in writing, Ardius is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Ardius is not in the business of providing professional or legal advice. | — | Removed |
| 15267 | We encourage Customer to consult an attorney in the event of an audit or examination. | — | Removed |
| 15268 | Eligibility Requirements for the Gusto R&D Tax Credit Service Powered by Ardius Only businesses that qualify for the federal R&D Tax Credit are eligible for the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15269 | Eligibility requirements for the federal R&D Tax Credit are established by the Internal Revenue Service (“ IRS ”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “ Eligibility Criteria ”), can be found on the IRS website. | — | Removed |
| 15270 | Before enrolling a company (the “ Company ”) in the Gusto R&D Tax Credit Service Powered by Ardius, Customer is encouraged to consult with an accountant to determine whether such Company is eligible for the Federal R&D Tax Credit. | — | Removed |
| 15271 | Ardius may also undertake an independent assessment of whether a Company is eligible for federal R&D Tax Credits. | — | Removed |
| 15272 | In the event that Ardius determines a Company is not eligible for the Federal R&D Tax Credit, Ardius shall promptly inform Customer of the same and this Agreement and the Gusto R&D Tax Credit Services Powered by Ardius shall be terminated, subject to the terms of Section 14 below. | — | Removed |
| 15273 | For avoidance of doubt, in the event that Customer’s Company is determined to not be a Qualified Business within the meaning of this Section, Customer shall not be invoiced for the Gusto R&D Tax Credit Service Powered by Ardius Service Fees described in Section 5 herein. | — | Removed |
| 15274 | Customer Responsibilities Related to the Gusto R&D Tax Credit Service Powered by Ardius For avoidance of doubt, Section 5 of the Gusto R&D Terms applies herein with full force and effect. | — | Removed |
| 15275 | Without limiting the foregoing, by accepting these Ardius R&D Terms, Customer also acknowledges and agrees to the following: Instructions : Ardius may provide Customer with instructions about how to use the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15276 | Customer is solely responsible for following those instructions, whether sent by email, by posting on the Gusto Site, or otherwise. | — | Removed |
| 15277 | Provided Information : Customer represents that Customer has the authority to share Provided Information (as defined herein) with Ardius, and Customer understands that Customer is solely responsible for the accuracy and completeness of such Provided Information as further described in Sections 8 and 9 herein. | — | Removed |
| 15278 | Review and approval : Customer is responsible for reviewing all Customer Tax Forms, the Ardius Report, summaries, information, documents or materials (collectively, “ Materials ”) that Ardius may submit to Customer for review, and Customer must notify Ardius of any inaccuracies in the Materials as soon as possible, or within a timeframe specified by Ardius. | — | Removed |
| 15279 | Customer accepts full responsibility for the results of the Gusto R&D Tax Credit Service Powered by Ardius, and for Customer’s reliance on any of the Materials. | — | Removed |
| 15280 | Third party notices : Customer must promptly notify Ardius of any third-party notices that Customer may receive which could affect Ardius’s ability to effectively provide the Gusto R&D Tax Credit Service Powered by Ardius, or which could increase the likelihood that a Claim (as defined below) is brought against Customer, Ardius, or Gusto in connection with the Gusto R&D Tax Credit Service Powered by Ardius, e.g. notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15281 | Communications with tax agencies : Customer is solely responsible for all filings, filing decisions, and any communications with any tax authority or agency (or anyone Ardius or Gusto reasonably believes to represent a tax authority or agency), including the contents of any documents or information provided to any tax authority or agency. | — | Removed |
| 15282 | Unless Ardius specifies otherwise in writing, Ardius is not responsible for providing any assistance in preparing for or responding to tax audits or examinations, and Ardius is not in the business of providing professional or legal advice. | — | Removed |
| 15283 | Ardius encourages Customer to consult an attorney in the event of an audit or examination. | — | Removed |
| 15284 | Ardius Audit Guidance If specifically included in the Gusto R&D Tax Credit Service Powered by Ardius, and in the event that Customer receives an IRS or State tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Ardius as described below, Ardius may undertake commercially reasonable efforts to provide Customer with up to 10 hours of audit guidance, which shall be limited to what to expect and how to prepare for the audit (“ Ardius Audit Guidance ”). | — | Removed |
| 15285 | Ardius Audit Guidance will only be available to Customers for three years following the federal filing date for the most recent tax year. | — | Removed |
| 15286 | Ardius Audit Guidance applies to Federal and State tax audit notices and/or letters. | — | Removed |
| 15287 | To request Ardius Audit Guidance, Customer must provide Ardius with copies of the relevant notice or letter from federal or state tax authorities in addition to copies of the relevant Customer Tax Forms and any relevant Customer Documentation as may be specified or requested by Ardius in its sole discretion. | — | Removed |
| 15288 | Ardius Audit Guidance will not be available to Customers who have materially altered or modified (as determined by Ardius in its sole discretion) the Customer Tax Forms prior to filing. | — | Removed |
| 15289 | Ardius Audit Guidance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 15290 | Ardius will not act as Customer’s representative in an audit. | — | Removed |
| 15291 | Gusto R&D Tax Credit Service Powered by Ardius Service Fees Ardius will invoice and Customer agrees to pay the fees for the Gusto R&D Tax Credit Service Powered by Ardius listed in the Service Fee Table below (the “ Gusto R&D Tax Credit Service Powered by Ardius Service Fees ”). | — | Removed |
| 15292 | From time to time Ardius or Gusto may offer discounts in their sole discretion. | — | Removed |
| 15293 | In addition, Ardius may update the Service Fee Table at any time in its sole discretion. | — | Removed |
| 15294 | Service Fee Table : Milestone List Price Discounted Gusto Price Signing up for Gusto R&D Tax Credit powered by Ardius Service $1,000.00 $0 Upon Ardius’s completion of Customer’s R&D Tax Credit calculations $1,000.00 $100.00 Utilization of R&D Tax Credits 30% of total utilized credit 20% of total utilized credit Customer shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Ardius may deem acceptable in its sole discretion. | — | Removed |
| 15295 | All Gusto R&D Tax Credit Service Powered by Ardius Service Fees are non-refundable unless otherwise specified in the Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15296 | Customer understands that failure to pay Gusto R&D Tax Credit Service Powered by Ardius Service Fees as they become payable may result in suspension or termination of this Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15297 | Customer agrees to reimburse Ardius for any sales, use, and similar taxes arising from the provision of the Gusto R&D Tax Credit Service Powered by Ardius that any federal, state, or local governments may impose. | — | Removed |
| 15298 | In the event that Customer, or the entity for whom Customer has requested Ardius provide the Gusto R&D Tax Credit Service Powered by Ardius, is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining Gusto R&D Tax Credit powered by Ardius Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 15299 | User Accounts To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an account with Ardius (an “Account” ). | — | Removed |
| 15300 | Customer hereby authorizes Ardius to obtain and store User’s Account information as necessary to make the Gusto R&D Tax Credit powered by Ardius Service available to User. | — | Removed |
| 15301 | Privacy Policy Please refer to Ardius’s Privacy Policy for information on how Ardius collects, uses, and discloses information from Customer. | — | Removed |
| 15302 | Customer acknowledges and understands that Ardius may collect, use, and disclose Customer’s information pursuant to Ardius’s Privacy Policy as it may be updated from time to time. | — | Removed |
| 15303 | Gusto is Ardius’ parent company and affiliate, and Customer understands that Ardius has No Liability for Provided Information Ardius is not responsible or liable for determining how much Federal R&D Tax Credit the Customer is eligible to claim in a given tax year (the “ Available Credit ”). | — | Removed |
| 15304 | Determining the amount of Available Credit remains solely the responsibility of the Customer. | — | Removed |
| 15305 | Customer must provide Ardius with the necessary information for Ardius to perform the Gusto R&D Tax Credit powered by Ardius Service, which may include Customer Documentation such as (a) e mployee W-2 data via documents and/or API access to a payroll service API; (b) general ledger information regarding departmental contract and supply costs via connecting to an accounting service API; (c) invoices and contracts, as necessary, related to contract costs; (d) contemporaneous documentation supporting the qualification of activities, and information collected during Customer Interviews (“ Provided Information ”). | — | Removed |
| 15306 | For the avoidance of doubt, Provided Information includes Customer Documentation and Customer Interviews. | — | Removed |
| 15307 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15308 | Ardius will rely on the Provided Information furnished by Customer. | — | Removed |
| 15309 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined below) arising from reliance on the Provided Information. | — | Removed |
| 15310 | Obligation to Notify Ardius of Changes to Provided Information Customer must promptly notify Ardius of any changes to the Provided Information. | — | Removed |
| 15311 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 15312 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors (as defined below), arising from Customer’s failure to notify Ardius of any changes to the Provided Information. | — | Removed |
| 15313 | Proprietary Rights Customer retains all intellectual property rights in Customer’s information or data, and Ardius retains all intellectual property rights in the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15314 | Customer grants Ardius a limited license to use Customer’s information and/or data to provide and improve the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15315 | Ardius may retain anonymized, de-identified, and aggregated information or data in order to improve the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15316 | Customer agrees that any feedback or suggestions provided by Customer to Ardius about the Gusto R&D Tax Credit Service Powered by Ardius ( “Feedback” ) is given entirely voluntarily, and Ardius 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 Customer. | — | Removed |
| 15317 | Feedback includes, without limitation, feedback Customer provides to Ardius in response to surveys Ardius and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 15318 | Gusto retains all intellectual property rights in the Gusto Platform. | — | Removed |
| 15319 | Warranty Disclaimers Customer’s use of the Platform and Gusto R&D Tax Credit Service Powered by Ardius is entirely at Customer’s own risk. | — | Removed |
| 15320 | Neither Ardius nor Gusto is in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 15321 | Any information provided by Ardius or Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 15322 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 15323 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY ARDIUS OR GUSTO. | — | Removed |
| 15324 | WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARDIUS AND GUSTO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. | — | Removed |
| 15325 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS. | — | Removed |
| 15326 | ARDIUS AND GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND ARDIUS AND GUSTO MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 15327 | ARDIUS AND GUSTO DO NOT WARRANT THAT THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 15328 | IN ADDITION, ARDIUS AND GUSTO EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 15329 | Indemnity Customer will indemnify and hold harmless Gusto, Ardius, and Gusto’s and Ardius’s 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 or use of the Platform or Gusto R&D Tax Credit Service Powered by Ardius; (ii) Customer’s violation or alleged violation of this Gusto R&D Tax Credit Service Powered by Ardius Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Ardius’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Tax Credit Service Powered by Ardius Agreement; (vii) actions or activities that Ardius or any other Indemnified Party undertakes in connection with the Gusto R&D Tax Credit Service Powered by Ardius or this Gusto R&D Tax Credit Service Powered by Ardius Agreement at the direct request or instruction of anyone that Ardius or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “ Requested Action ”); (viii) Ardius’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Ardius’s instructions with respect to the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15330 | Limitation of Liability NEITHER ARDIUS, GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS 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 OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDIUS 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. | — | Removed |
| 15331 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 15332 | IN NO EVENT WILL ARDIUS’S OR GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ARDIUS FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 15333 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND CUSTOMER. | — | Removed |
| 15334 | Term and Termination The Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement will continue until terminated by either party. | — | Removed |
| 15335 | Customer may terminate the Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement by giving Ardius at least thirty (30) days prior written notice. | — | Removed |
| 15336 | Ardius may terminate the Gusto R&D Tax Credit Service Powered by Ardius and the Gusto R&D Tax Credit Service Powered by Ardius Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 15337 | In addition to Ardius’s foregoing termination right, Ardius may immediately suspend or restrict Customer’s Account; suspend or restrict Customer’s access to the Gusto R&D Tax Credit Service Powered by Ardius or immediately terminate the Gusto R&D Tax Credit Service Powered by Ardius and this Ardius R&D Agreement, in each case with or without notice to Customer, in the event that: (i) Ardius has any reason to suspect or believe that Customer may be in violation of the Ardius R&D Agreement; (ii) Ardius determines that Customer’s actions are likely to cause legal liability for or material negative impact to Ardius; (iii) Ardius believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ardius has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Ardius providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 15338 | Furthermore, while Ardius strives to support a multitude of business and organization types, in certain unique situations, if Ardius cannot support the Gusto R&D Tax Credit Service Powered by Ardius for Customer’s business or organization type, or if the Eligibility Criteria are not met, Ardius may immediately terminate the Gusto R&D Tax Credit Service Powered by Ardius and this Ardius R&D Agreement upon written notice to Customer. | — | Removed |
| 15339 | In the event that Customer elects to terminate this agreement as described above, or in the event that Customer experiences a change in ownership such as a sale or acquisition, Ardius will invoice Customer for the total of the remaining Gusto R&D Tax Credit Service Powered by Ardius Service Fees, including any fees based on the unutilized R&D Tax Credits, incorporating any relevant discounts. | — | Removed |
| 15340 | The termination of any of the Gusto R&D Tax Credit Service Powered by Ardius or the Gusto R&D Tax Credit Service Powered by Ardius Agreement will not affect Customer’s or Ardius’s rights with respect to transactions which occurred before termination. | — | Removed |
| 15341 | Ardius will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ardius’s termination of the Gusto R&D Tax Credit Service Powered by Ardius Agreement. | — | Removed |
| 15342 | Any sections of the Gusto R&D Tax Credit Service Powered by Ardius Agreement which by their nature should survive and the following sections of these Ardius R&D Tax Credit Beta Terms will survive and remain in effect: Sections 5 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these Ardius R&D Tax Credit Beta Terms), 6, 7, 10 through 19. | — | Removed |
| 15343 | Upon termination of the Gusto R&D Tax Credit Service Powered by Ardius and/or termination of the Gusto R&D Tax Credit Service Powered by Ardius Agreement, Customer’s right to access and use such terminated Gusto R&D Tax Credit Service Powered by Ardius will automatically terminate. | — | Removed |
| 15344 | Changes to the Gusto R&D Tax Credit Service Powered by Ardius or the Ardius R&D Agreement Ardius may modify the Ardius R&D Agreement at any time, in Ardius’s sole discretion. | — | Removed |
| 15345 | If Ardius does so, Ardius shall post the modified Ardius R&D Agreement on its website. | — | Removed |
| 15346 | It is important that Customer reviews and accepts any modified Ardius R&D Agreement because Customer can continue to use the Gusto R&D Tax Credit Service Powered by Ardius only if Customer accepts the modified Ardius R&D Agreement, indicating to Ardius that Customer agrees to be bound by the modified Ardius R&D Agreement. | — | Removed |
| 15347 | If Customer does not agree to be bound by the modified Ardius R&D Agreement, then Customer may not continue to use the Gusto R&D Tax Credit Service Powered by Ardius. | — | Removed |
| 15348 | Because the Gusto R&D Tax Credit Service Powered by Ardius may evolve over time, Ardius may change or discontinue all or any part of the Ardius R&D Tax Credit Service Powered by Ardius at any time and without notice, at Ardius’s sole discretion. | — | Removed |
| 15349 | Governing Law This Ardius R&D Agreement will be interpreted and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. | — | Removed |
| 15350 | Arbitration Notwithstanding any other provision in the Ardius R&D Agreement, and except as otherwise set forth in this section, if either Customer or Ardius has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to the Ardius R&D Agreement or the Gusto R&D Tax Credit Service Powered by Ardius, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer and Ardius, 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. | — | Removed |
| 15351 | 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. | — | Removed |
| 15352 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Ardius. | — | Removed |
| 15353 | A single arbitrator will be mutually selected by Ardius and Customer 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 ”). | — | Removed |
| 15354 | If Ardius and Customer 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. | — | Removed |
| 15355 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 15356 | 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. | — | Removed |
| 15357 | The award rendered by the arbitrator shall be final and binding upon Customer and Ardius. | — | Removed |
| 15358 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 15359 | Either Ardius or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 15360 | Either Ardius or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 15361 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 15362 | Customer and Ardius agree and acknowledge that this Ardius R&D Agreement evidences 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 Customer Terms. | — | Removed |
| 15363 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND ARDIUS ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS AGREEMENT. | — | Removed |
| 15364 | Ardius is Not Responsible for Things Ardius Cannot Control Ardius is not responsible or liable for any delays or failures in performance from any cause beyond Ardius’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 Customer. | — | Removed |
| 15365 | Electronic Transmission These Ardius R&D Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 15366 | 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 Ardius R&D Terms or (ii) the fact that any signature or acceptance of these Ardius R&D Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. | — | Removed |
| 15367 | General This Ardius R&D Agreement constitutes the entire agreement between Ardius and Customer regarding the Gusto R&D Tax Credit Service Powered by Ardius and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 15368 | This Ardius R&D Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 12. | — | Removed |
| 15369 | If any part of this Ardius R&D Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Ardius R&D Agreement . | — | Removed |
| 15370 | The remaining terms will be valid and enforceable. | — | Removed |
| 15371 | Customer may not assign this Ardius R&D Agreement , by operation of law or otherwise, without Ardius’s prior written consent. | — | Removed |
| 15372 | Any attempt by User to assign or transfer this Ardius R&D Agreement , without such consent, will be null. | — | Removed |
| 15373 | Ardius may freely assign or transfer this Ardius R&D Agreement Agreement without restriction. | — | Removed |
| 15374 | The provisions of this Ardius R&D Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 15375 | Any notices or other communications provided by Ardius under this Ardius R&D Agreement , including those regarding modifications to this Ardius R&D Agreement , will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 15376 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 15377 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 15378 | Ardius’s failure to enforce any right or provision of this Ardius R&D Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 15379 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ardius. | — | Removed |
| 15380 | Except as expressly set forth in this Ardius R&D Agreement , the exercise by either party of any of its remedies under this Ardius R&D Agreement will be without prejudice to its other remedies under this Ardius R&D Agreement or otherwise. | — | Removed |
| 15381 | Contact Information If Customer has any questions about this Agreement or the Gusto R&D Tax Credit Service Powered by Ardius, Customer may contact Ardius at [email protected] . | — | Removed |
| 15382 | Ardius is a subsidiary of Gusto. | — | Removed |
| 15383 | Gusto, the provider of the Gusto Platform, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 15384 | If Customer is a California resident, Customer may report complaints regarding the Gusto R&D Tax Credit Service Powered by Ardius 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 18th 2021 to November 1st 2021 Download Table of Contents Ardius R&D Tax Credit Beta Terms of Service Last updated August 18, 2021. | — | Removed |
| 15385 | These Ardius R&D Tax Credit Beta Terms of Service (the “Ardius R&D Tax Credit Beta Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto R&D Tax Credit Service Terms available at www.gusto.com/about/terms/rd-tax-credit (the “ Gusto R&D Tax Credit Service Terms ”) (collectively, the “ Gusto R&D Tax Credit Service powered by Ardius Beta Agreement ”), set forth the terms and conditions under which Ardius, LLC and its affiliates ( “Ardius” ) agree to provide eligible customers of Gusto, Inc. | — | Removed |
| 15386 | (“ Gusto ”)(each a “ User ,” as defined in the Gusto Terms) with the ability to request the Gusto R&D Tax Credit Service powered by Ardius (as defined below) from and become a customer of Ardius (each, an “ Ardius Customer ” or “ Customer ”), via the Gusto Platform. | — | Removed |
| 15387 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the this Gusto R&D Tax Credit Service powered by Ardius Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15388 | In that event, User also refers to that business or individual. | — | Removed |
| 15389 | By clicking the applicable button to indicate User’s acceptance of the Gusto R&D Tax Credit Service powered by Ardius Agreement, User agrees, effective as of the date of such action, to be bound by these Ardius R&D Tax Credit Beta Terms. | — | Removed |
| 15390 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15391 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 15. | — | Removed |
| 15392 | Gusto R&D Tax Credit Service powered by Ardius Provided that Customer meets Customer’s payment obligations and complies with the terms of this Gusto R&D Tax Credit Service powered by Ardius Agreement, Ardius will provide the Gusto R&D Tax Credit Service powered by Ardius to Customer via the Gusto Platform for the jurisdiction(s), tax filing(s), and fiscal year(s). | — | Removed |
| 15393 | Ardius will perform the Gusto R&D Tax Credit Service powered by Ardius, which shall include: (a) reviewing Customer records provided to Ardius by Customer, (b) interviewing Customer and Customer personnel, (c) using the information provided to Ardius by Customer, prepare a final report (the “ Ardius Report ”) to Customer that documents what, if any, Customer activities may constitute qualified research for purposes of filing for and possibly receiving a state or federal research and development tax credit (the “ R&D Tax Credit ”), and (d) utilizing the information provided to Ardius by Customer to prepare applicable federal and/or state tax forms (the “ Customer Tax Forms ”) (collectively, the “ Gusto R&D Tax Credit Service powered by Ardius”) . | — | Removed |
| 15394 | Customer shall be responsible for: (l) providing requested documentation, (m) participating in interviews, (n) making its own decisions on what to include on its applicable tax filings; (o) compiling and filing these forms with the applicable tax agencies. | — | Removed |
| 15395 | Ardius Audit Guidance If specifically included in the Gusto R&D Tax Credit Service powered by Ardius, and in the event that Customer receives an IRS or State tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Ardius as described below, Ardius will undertake commercially reasonable efforts to provide Customer with up to 10 hours of audit guidance (what to expect and how to prepare for the audit) (“ Ardius Audit Guidance ”). | — | Removed |
| 15396 | Ardius Audit Guidance will only be available to Customers for three years following the federal filing date for tax year 2021. | — | Removed |
| 15397 | Ardius Audit Guidance applies to Federal and State tax audit notices and/or letters. | — | Removed |
| 15398 | To request Ardius Audit Guidance, Customer must provide Ardius with copies of the relevant notice or letter from federal or state tax authorities in addition to copies of the relevant returns. | — | Removed |
| 15399 | Ardius Audit Guidance will not be available to Customers who have materially altered or modified (as determined by Ardius in its sole discretion) the Customer Tax Forms prior to filing. | — | Removed |
| 15400 | Ardius Audit Guidance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 15401 | Ardius will not act as Customer’s representative in an audit. | — | Removed |
| 15402 | Gusto R&D Tax Credit Service powered by Ardius Service Fees Ardius will invoice and Customer agrees to pay the fees for the Gusto R&D Tax Credit Service powered by Ardius listed in the Service Fee Table below (the “ Gusto R&D Tax Credit Service powered by Ardius Service Fees ”). | — | Removed |
| 15403 | Ardius may update the Service Fee Table at any time in its sole discretion. | — | Removed |
| 15404 | Service Fee Table : Milestone List Price Discounted Gusto Price Signing up for Gusto R&D Tax Credit powered by Ardius Service $1,000.00 $0 Upon Ardius’s completion of Customer’s R&D Tax Credit calculations $1,000.00 $100.00 Utilization of Credits 30% of total utilized credit 20% of total utilized credit Customer shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Ardius may deem acceptable in its sole discretion. | — | Removed |
| 15405 | All Gusto R&D Tax Credit Service powered by Ardius Service Fees are non-refundable unless otherwise specified in the Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15406 | Customer understands that failure to pay Gusto R&D Tax Credit Service powered by Ardius Service Fees as they become payable may result in suspension or termination of this Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15407 | Customer agrees to reimburse Ardius for any sales, use, and similar taxes arising from the provision of the Gusto R&D Tax Credit Service powered by Ardius that any federal, state, or local governments may impose. | — | Removed |
| 15408 | In the event that Customer, or the entity for whom Customer has requested Ardius provide the Gusto R&D Tax Credit Service powered by Ardius, is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining Gusto R&D Tax Credit powered by Ardius Service Fees, incorporating any relevant discounts. | — | Removed |
| 15409 | User Accounts To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an account with Ardius (an “Account” ). | — | Removed |
| 15410 | Customer hereby authorizes Ardius to obtain and store User’s Account information as necessary to make the Gusto R&D Tax Credit powered by Ardius Service available to User. | — | Removed |
| 15411 | Privacy Policy Please refer to Ardius’s Privacy Policy for information on how Ardius collects, uses, and discloses information from Customer. | — | Removed |
| 15412 | Customer acknowledges and understands that Ardius may collect, use, and disclose Customer’s information pursuant to Ardius’s Privacy Policy as it may be updated from time to time. | — | Removed |
| 15413 | Ardius has No Liability for Provided Information Ardius is not responsible or liable for determining how much Federal R&D Tax Credit the Customer is eligible to claim in a given tax year (the “ Available Credit ”). | — | Removed |
| 15414 | Determining the amount of Available Credit remains solely the responsibility of the Customer. | — | Removed |
| 15415 | Customer must provide Ardius with the necessary information for Ardius to perform the Gusto R&D Tax Credit powered by Ardius Service, which may include (a) employee W-2 data via documents and/or API access to a payroll service API; (b) general ledger information regarding departmental contract and supply costs via connecting to an accounting service API; (c) invoices and contracts, as necessary, related to contract costs; (d) contemporaneous documentation supporting the qualification of activities, and information collected during interviews with Customer and Customer personnel (“ Provided Information ”). | — | Removed |
| 15416 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15417 | Ardius will rely on the Provided Information furnished by Customer. | — | Removed |
| 15418 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined below) arising from reliance on the Provided Information. | — | Removed |
| 15419 | Obligation to Notify Ardius of Changes to Information Customer must promptly notify Ardius of any changes to the Provided Information. | — | Removed |
| 15420 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 15421 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors (as defined below), arising from Customer’s failure to notify Ardius of any changes to the Provided Information. | — | Removed |
| 15422 | Proprietary Rights Customer retains all intellectual property rights in Customer’s information or data, and Ardius retains all intellectual property rights in the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15423 | Customer grants Ardius a limited license to use Customer’s information and/or data to provide and improve the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15424 | Ardius may retain anonymized, de-identified, and aggregated information or data in order to improve the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15425 | Customer agrees that any feedback or suggestions provided by Customer to Ardius about the Gusto R&D Tax Credit Service powered by Ardius ( “Feedback” ) is given entirely voluntarily, and Ardius 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 Customer. | — | Removed |
| 15426 | Feedback includes, without limitation, feedback Customer provides to Ardius in response to surveys Ardius and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 15427 | Gusto retains all intellectual property rights in the Gusto Platform. | — | Removed |
| 15428 | Warranty Disclaimers Customer’s use of the Platform and Gusto R&D Tax Credit Service powered by Ardius is entirely at Customer’s own risk. | — | Removed |
| 15429 | Neither Ardius nor Gusto is in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 15430 | Any information provided by Ardius or Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 15431 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 15432 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY ARDIUS OR GUSTO. | — | Removed |
| 15433 | WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARDIUS AND GUSTO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. | — | Removed |
| 15434 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS. | — | Removed |
| 15435 | ARDIUS AND GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND ARDIUS AND GUSTO MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 15436 | ARDIUS AND GUSTO DO NOT WARRANT THAT THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 15437 | IN ADDITION, ARDIUS AND GUSTO EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 15438 | Indemnity Customer will indemnify and hold harmless Gusto, Ardius, and Gusto’s and Ardius’s 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 or use of the Platform or Gusto R&D Tax Credit Service powered by Ardius; (ii) Customer’s violation or alleged violation of this Gusto R&D Tax Credit Service powered by Ardius Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Ardius’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Tax Credit Service powered by Ardius Agreement; (vii) actions or activities that Ardius or any other Indemnified Party undertakes in connection with the Gusto R&D Tax Credit Service powered by Ardius or this Gusto R&D Tax Credit Service powered by Ardius Agreement at the direct request or instruction of anyone that Ardius or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “ Requested Action ”); (viii) Ardius’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Ardius’s instructions with respect to the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15439 | Limitation of Liability NEITHER ARDIUS, GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS 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 OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDIUS 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. | — | Removed |
| 15440 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 15441 | IN NO EVENT WILL ARDIUS’S OR GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ARDIUS FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 15442 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND CUSTOMER. | — | Removed |
| 15443 | Term and Termination The Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement will continue until terminated by either party. | — | Removed |
| 15444 | Customer may terminate the Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement by giving Ardius at least thirty (30) days prior written notice. | — | Removed |
| 15445 | Ardius may terminate the Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 15446 | In addition to Ardius’s foregoing termination right, Ardius may immediately suspend or restrict Customer’s Account; suspend or restrict Customer’s access to the Gusto R&D Tax Credit Service powered by Ardius or immediately terminate the Gusto R&D Tax Credit Service powered by Ardius and this Gusto R&D Tax Credit Service powered by Ardius Agreement, in each case with or without notice to Customer, in the event that: (i) Ardius has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Tax Credit Service powered by Ardius Agreement; (ii) Ardius determines that Customer’s actions are likely to cause legal liability for or material negative impact to Ardius; (iii) Ardius believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ardius has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Ardius providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 15447 | Furthermore, while Ardius strives to support a multitude of business and organization types, in certain unique situations, if Ardius cannot support the Gusto R&D Tax Credit Service powered by Ardius for Customer’s business or organization type, Ardius may immediately terminate the Gusto R&D Tax Credit Service powered by Ardius and this Gusto R&D Tax Credit Service powered by Ardius Agreement upon written notice to Customer. | — | Removed |
| 15448 | In the event that Customer elects to terminate this agreement as described above, Ardius will invoice Customer for the total of the remaining Gusto R&D Tax Credit Service powered by Ardius Service Fees, incorporating any relevant discounts. | — | Removed |
| 15449 | The termination of any of the Gusto R&D Tax Credit Service powered by Ardius or the Gusto R&D Tax Credit Service powered by Ardius Agreement will not affect Customer’s or Ardius’s rights with respect to transactions which occurred before termination. | — | Removed |
| 15450 | Ardius will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ardius’s termination of the Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15451 | Any sections of the Gusto R&D Tax Credit Service powered by Ardius Agreement which by their nature should survive and the following sections of these Ardius R&D Tax Credit Beta Terms will survive and remain in effect: Sections 3 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these Ardius R&D Tax Credit Beta Terms), 5, 6, 7, 8, 10, 11, 12, 14 through 30. | — | Removed |
| 15452 | Upon termination of the Gusto R&D Tax Credit Service powered by Ardius and/or termination of the Gusto R&D Tax Credit Service powered by Ardius Agreement, Customer’s right to access and use such terminated Gusto R&D Tax Credit Service powered by Ardius will automatically terminate. | — | Removed |
| 15453 | Changes to the Ardius R&D Tax Credit Beta Terms or Gusto R&D Tax Credit Service powered by Ardius Ardius may modify the Ardius R&D Tax Credit Beta Terms at any time, in Ardius’s sole discretion. | — | Removed |
| 15454 | If Ardius does so, Ardius shall post the modified Ardius R&D Tax Credit Beta Terms on its website. | — | Removed |
| 15455 | It is important that Customer reviews and accepts any modified Ardius R&D Tax Credit Beta Terms because Customer can continue to use the Gusto R&D Tax Credit powered by Ardius Service only if Customer accepts the modified Ardius R&D Tax Credit Beta Terms, indicating to Ardius that Customer agrees to be bound by the modified Ardius R&D Tax Credit Beta Terms. | — | Removed |
| 15456 | If Customer does not agree to be bound by the modified Ardius R&D Tax Credit Beta Terms, then Customer may not continue to use the Gusto R&D Tax Credit powered by Ardius Service. | — | Removed |
| 15457 | Because the Gusto R&D Tax Credit Service powered by Ardius may evolve over time, Ardius may change or discontinue all or any part of the Ardius R&D Tax Credit Beta Terms at any time and without notice, at Ardius’s sole discretion. | — | Removed |
| 15458 | Governing Law This Gusto R&D Tax Credit Service powered by Ardius Agreement will be interpreted and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. | — | Removed |
| 15459 | Arbitration Notwithstanding any other provision in the Gusto R&D Tax Credit Service powered by Ardius Agreement, and except as otherwise set forth in this section, if either Customer or Ardius has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to these Ardius R&D Tax Credit Beta Terms or the Gusto R&D Tax Credit Service powered by Ardius, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or the Gusto R&D Tax Credit Service powered by Ardius Agreement (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer and Ardius, 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. | — | Removed |
| 15460 | 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. | — | Removed |
| 15461 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Ardius. | — | Removed |
| 15462 | A single arbitrator will be mutually selected by Ardius and Customer 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 ”). | — | Removed |
| 15463 | If Ardius and Customer 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. | — | Removed |
| 15464 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 15465 | 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. | — | Removed |
| 15466 | The award rendered by the arbitrator shall be final and binding upon Customer and Ardius. | — | Removed |
| 15467 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 15468 | Either Ardius or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 15469 | Either Ardius or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 15470 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 15471 | Customer and Ardius agree and acknowledge that this Gusto R&D Tax Credit Service powered by Ardius Agreement evidences 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 Customer Terms. | — | Removed |
| 15472 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND ARDIUS ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS AGREEMENT. | — | Removed |
| 15473 | Ardius is Not Responsible for Things Ardius Cannot Control Ardius is not responsible or liable for any delays or failures in performance from any cause beyond Ardius’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 Customer. | — | Removed |
| 15474 | Electronic Transmission These Ardius R&D Tax Credit Beta Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 15475 | 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 Ardius R&D Tax Credit Beta Terms or (ii) the fact that any signature or acceptance of these Ardius R&D Tax Credit Beta Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. | — | Removed |
| 15476 | General This Gusto R&D Tax Credit Service powered by Ardius Agreement constitutes the entire agreement between Ardius and Customer regarding the Platform and Gusto R&D Tax Credit Service powered by Ardius and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 15477 | This Gusto R&D Tax Credit Service powered by Ardius Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 12. | — | Removed |
| 15478 | If any part of this Gusto R&D Tax Credit Service powered by Ardius Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Tax Credit Service powered by Ardius Agreement . | — | Removed |
| 15479 | The remaining terms will be valid and enforceable. | — | Removed |
| 15480 | Customer may not assign this Gusto R&D Tax Credit Service powered by Ardius Agreement , by operation of law or otherwise, without Ardius’s prior written consent. | — | Removed |
| 15481 | Any attempt by User to assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement , without such consent, will be null. | — | Removed |
| 15482 | Ardius may freely assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement without restriction. | — | Removed |
| 15483 | The provisions of this Gusto R&D Tax Credit Service powered by Ardius Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 15484 | Any notices or other communications provided by Ardius under this Gusto R&D Tax Credit Service powered by Ardius Agreement , including those regarding modifications to this Gusto R&D Tax Credit Service powered by Ardius Agreement , will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 15485 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 15486 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 15487 | Ardius’s failure to enforce any right or provision of this Gusto R&D Tax Credit Service powered by Ardius Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 15488 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ardius. | — | Removed |
| 15489 | Except as expressly set forth in this Gusto R&D Tax Credit Service powered by Ardius Agreement , the exercise by either party of any of its remedies under this Gusto R&D Tax Credit Service powered by Ardius Agreement will be without prejudice to its other remedies under this Gusto R&D Tax Credit Service powered by Ardius Agreement or otherwise. | — | Removed |
| 15490 | Contact Information If Customer has any questions about this Agreement, the Platform, or the Gusto R&D Tax Credit Service powered by Ardius, Customer may contact Ardius at [email protected] . | — | Removed |
| 15491 | Ardius is a subsidiary of Gusto. | — | Removed |
| 15492 | Gusto, the provider of the Platform, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 15493 | If Customer is a California resident, Customer may report complaints regarding the Gusto R&D Tax Credit Service powered by Ardius 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 16th 2021 to August 18th 2021 Download Table of Contents Gusto R&D Tax Credit Service powered by Ardius Agreement Last updated August ___, 2021. | — | Removed |
| 15494 | These Ardius R&D Tax Credit Terms of Service (the “Ardius R&D Tax Credit Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto R&D Tax Credit Service Terms available at www.gusto.com/about/terms/rd-tax-credit (the “ Gusto R&D Tax Credit Service Terms ”) (collectively, the “ Gusto R&D Tax Credit Service powered by Ardius Agreement ”), set forth the terms and conditions under which Ardius, LLC and its affiliates ( “Ardius” ) agree to provide eligible customers of Gusto, Inc. | — | Removed |
| 15495 | (“ Gusto ”)(each a “ User ,” as defined in the Gusto Terms) with the ability to request the Gusto R&D Tax Credit Service powered by Ardius (as defined below) from and become a customer of Ardius (each, an “ Ardius Customer ” or “ Customer ”), via the Gusto Platform. | — | Removed |
| 15496 | If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the this Gusto R&D Tax Credit Service powered by Ardius Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15497 | In that event, User also refers to that business or individual. | — | Removed |
| 15498 | By clicking the applicable button to indicate User’s acceptance of the Gusto R&D Tax Credit Service powered by Ardius Agreement, User agrees, effective as of the date of such action, to be bound by these Ardius R&D Tax Credit Terms. | — | Removed |
| 15499 | The terms and conditions of the Gusto Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of liability, agreements, and indemnities contained in the Gusto Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15500 | YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 14. | — | Removed |
| 15501 | Gusto R&D Tax Credit Service powered by Ardius Provided that Customer meets Customer’s payment obligations and complies with the terms of this Gusto R&D Tax Credit Service powered by Ardius Agreement, Ardius will provide the Gusto R&D Tax Credit Service powered by Ardius to Customer via the Gusto Platform for the jurisdiction(s), tax filing(s), and fiscal year(s). | — | Removed |
| 15502 | Ardius will perform the Gusto R&D Tax Credit Service powered by Ardius, which shall include: (a) reviewing Customer records provided to Ardius by Customer, (b) interviewing Customer and Customer personnel, (c) using the information provided to Ardius by Customer, prepare a final report (the “ Ardius Report ”) to Customer that documents what, if any, Customer activities may constitute qualified research for purposes of filing for and possibly receiving a state or federal research and development tax credit (the “ R&D Tax Credit ”), and (d) utilizing the information provided to Ardius by Customer to prepare applicable federal and/or state tax forms (the “ Customer Tax Forms ”) (collectively, the “ Gusto R&D Tax Credit Service powered by Ardius”) . | — | Removed |
| 15503 | Customer shall be responsible for: (l) providing requested documentation, (m) participating in interviews, (n) making its own decisions on what to include on its applicable tax filings; (o) compiling and filing these forms with the applicable tax agencies. | — | Removed |
| 15504 | Ardius Audit Guidance If specifically included in the Gusto R&D Tax Credit Service powered by Ardius, and in the event that Customer receives an IRS or State tax audit letter and/or notice regarding or relating to the Customer Tax Forms prepared by Ardius as described below, Ardius will undertake commercially reasonable efforts to provide Customer with up to 10 hours of audit guidance (what to expect and how to prepare for the audit) (“ Ardius Audit Guidance ”). | — | Removed |
| 15505 | Ardius Audit Guidance will only be available to Customers for three years following the federal filing date for tax year 2021. | — | Removed |
| 15506 | Ardius Audit Guidance applies to Federal and State tax audit notices and/or letters. | — | Removed |
| 15507 | To request Ardius Audit Guidance, Customer must provide Ardius with copies of the relevant notice or letter from federal or state tax authorities in addition to copies of the relevant returns. | — | Removed |
| 15508 | Ardius Audit Guidance will not be available to Customers who have materially altered or modified (as determined by Ardius in its sole discretion) the Customer Tax Forms prior to filing. | — | Removed |
| 15509 | Ardius Audit Guidance does not constitute legal, tax, regulatory or other professional advice and is for informational purposes only. | — | Removed |
| 15510 | Ardius will not act as Customer’s representative in an audit. | — | Removed |
| 15511 | Gusto R&D Tax Credit Service powered by Ardius Service Fees Ardius will invoice and Customer agrees to pay the fees for the Gusto R&D Tax Credit Service powered by Ardius listed in the Service Fee Table below (the “ Gusto R&D Tax Credit Service powered by Ardius Service Fees ”). | — | Removed |
| 15512 | Ardius may update the Service Fee Table at any time in its sole discretion. | — | Removed |
| 15513 | Service Fee Table : Milestone List Price Discounted Gusto Price Signing up for Gusto R&D Tax Credit powered by Ardius Service $1,000.00 $0 Upon Ardius’s completion of Customer’s R&D Tax Credit calculations $1,000.00 $100.00 Utilization of Credits 30% of total utilized credit 20% of total utilized credit Customer shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Ardius may deem acceptable in its sole discretion. | — | Removed |
| 15514 | All Gusto R&D Tax Credit Service powered by Ardius Service Fees are non-refundable unless otherwise specified in the Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15515 | Customer understands that failure to pay Gusto R&D Tax Credit Service powered by Ardius Service Fees as they become payable may result in suspension or termination of this Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15516 | Customer agrees to reimburse Ardius for any sales, use, and similar taxes arising from the provision of the Gusto R&D Tax Credit Service powered by Ardius that any federal, state, or local governments may impose. | — | Removed |
| 15517 | In the event that Customer, or the entity for whom Customer has requested Ardius provide the Gusto R&D Tax Credit Service powered by Ardius, is acquired or undergoes a change in ownership, Customer shall be responsible for payment of the total of the remaining Gusto R&D Tax Credit powered by Ardius Service Fees, incorporating any relevant discounts. | — | Removed |
| 15518 | User Accounts To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an account with Ardius (an “Account” ). | — | Removed |
| 15519 | Customer hereby authorizes Ardius to obtain and store User’s Account information as necessary to make the Gusto R&D Tax Credit powered by Ardius Service available to User. | — | Removed |
| 15520 | Privacy Policy Please refer to Ardius’s Privacy Policy for information on how Ardius collects, uses, and discloses information from Customer. | — | Removed |
| 15521 | Customer acknowledges and understands that Ardius may collect, use, and disclose Customer’s information pursuant to Ardius’s Privacy Policy as it may be updated from time to time. | — | Removed |
| 15522 | Ardius has No Liability for Provided Information Ardius is not responsible or liable for determining how much Federal R&D Tax Credit the Customer is eligible to claim in a given tax year (the “ Available Credit ”). | — | Removed |
| 15523 | Determining the amount of Available Credit remains solely the responsibility of the Customer. | — | Removed |
| 15524 | Customer must provide Ardius with the necessary information for Ardius to perform the Gusto R&D Tax Credit powered by Ardius Service, which may include (a) employee W-2 data via documents and/or API access to a payroll service API; (b) general ledger information regarding departmental contract and supply costs via connecting to an accounting service API; (c) invoices and contracts, as necessary, related to contract costs; (d) contemporaneous documentation supporting the qualification of activities, and information collected during interviews with Customer and Customer personnel (“ Provided Information ”). | — | Removed |
| 15525 | Customer is solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15526 | Ardius will rely on the Provided Information furnished by Customer. | — | Removed |
| 15527 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to, any Resulting Errors (as defined below) arising from reliance on the Provided Information. | — | Removed |
| 15528 | Obligation to Notify Ardius of Changes to Information Customer must promptly notify Ardius of any changes to the Provided Information. | — | Removed |
| 15529 | In particular, Customer must promptly notify Gusto if (i) Customer has changed the employer identification number to which any Available Credit should apply or (ii) Customer has used any portion of its Available Credit against its business income taxes. | — | Removed |
| 15530 | Ardius is not responsible or liable for any consequences or Claims (as defined below), including but not limited to any Resulting Errors (as defined below), arising from Customer’s failure to notify Ardius of any changes to the Provided Information. | — | Removed |
| 15531 | Proprietary Rights Customer retains all intellectual property rights in Customer’s information or data, and Ardius retains all intellectual property rights in the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15532 | Customer grants Ardius a limited license to use Customer’s information and/or data to provide and improve the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15533 | Ardius may retain anonymized, de-identified, and aggregated information or data in order to improve the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15534 | Customer agrees that any feedback or suggestions provided by Customer to Ardius about the Gusto R&D Tax Credit Service powered by Ardius ( “Feedback” ) is given entirely voluntarily, and Ardius 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 Customer. | — | Removed |
| 15535 | Feedback includes, without limitation, feedback Customer provides to Ardius in response to surveys Ardius and/or its affiliates conduct, through any available technology, about Customer’s experience. | — | Removed |
| 15536 | Gusto retains all intellectual property rights in the Gusto Platform. | — | Removed |
| 15537 | Warranty Disclaimers Customer’s use of the Platform and Gusto R&D Tax Credit Service powered by Ardius is entirely at Customer’s own risk. | — | Removed |
| 15538 | Neither Ardius nor Gusto is in the business of providing legal, regulatory, financial, accounting, employment, tax or other professional services or advice. | — | Removed |
| 15539 | Any information provided by Ardius or Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 15540 | Customer should consult a professional that is trained or licensed in the relevant area if Customer needs such assistance. | — | Removed |
| 15541 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY ARDIUS OR GUSTO. | — | Removed |
| 15542 | WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARDIUS AND GUSTO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. | — | Removed |
| 15543 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION IN OR LINKED TO THE GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS. | — | Removed |
| 15544 | ARDIUS AND GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND ARDIUS AND GUSTO MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. | — | Removed |
| 15545 | ARDIUS AND GUSTO DO NOT WARRANT THAT THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WILL (I) MEET CUSTOMER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 15546 | IN ADDITION, ARDIUS AND GUSTO EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ENSURING THE VALIDITY AND ENFORCEABILITY OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. | — | Removed |
| 15547 | Indemnity Customer will indemnify and hold harmless Gusto, Ardius, and Gusto’s and Ardius’s 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 or use of the Platform or Gusto R&D Tax Credit Service powered by Ardius; (ii) Customer’s violation or alleged violation of this Gusto R&D Tax Credit Service powered by Ardius Agreement; (iii) Customer’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (iv) Customer’s violation or alleged violation of any applicable law, rule, or regulation; (v) Customer’s gross negligence, fraudulent activity, or willful misconduct; (vi) Ardius’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer, an employee or independent contractor of Customer, in connection with this Gusto R&D Tax Credit Service powered by Ardius Agreement; (vii) actions or activities that Ardius or any other Indemnified Party undertakes in connection with the Gusto R&D Tax Credit Service powered by Ardius or this Gusto R&D Tax Credit Service powered by Ardius Agreement at the direct request or instruction of anyone that Ardius or any other Indemnified Party reasonably believes to be Customer (each such action or activity, a “ Requested Action ”); (viii) Ardius’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (ix) Customer’s failure to properly follow Ardius’s instructions with respect to the Gusto R&D Tax Credit Service powered by Ardius. | — | Removed |
| 15548 | Limitation of Liability NEITHER ARDIUS, GUSTO, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS 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 OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARDIUS 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. | — | Removed |
| 15549 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. | — | Removed |
| 15550 | IN NO EVENT WILL ARDIUS’S OR GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ARDIUS FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. | — | Removed |
| 15551 | THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND CUSTOMER. | — | Removed |
| 15552 | Term and Termination The Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement will continue until terminated by either party. | — | Removed |
| 15553 | Customer may terminate the Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement by giving Ardius at least thirty (30) days prior written notice. | — | Removed |
| 15554 | Ardius may terminate the Gusto R&D Tax Credit Service powered by Ardius and the Gusto R&D Tax Credit Service powered by Ardius Agreement by giving Customer at least thirty (30) days’ prior written notice. | — | Removed |
| 15555 | In addition to Ardius’s foregoing termination right, Ardius may immediately suspend or restrict Customer’s Account; suspend or restrict Customer’s access to the Gusto R&D Tax Credit Service powered by Ardius or immediately terminate the Gusto R&D Tax Credit Service powered by Ardius and this Gusto R&D Tax Credit Service powered by Ardius Agreement, in each case with or without notice to Customer, in the event that: (i) Ardius has any reason to suspect or believe that Customer may be in violation of the Gusto R&D Tax Credit Service powered by Ardius Agreement; (ii) Ardius determines that Customer’s actions are likely to cause legal liability for or material negative impact to Ardius; (iii) Ardius believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ardius has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Ardius providing Customer with notice of the non-payment; or (v) Customer files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against Customer. | — | Removed |
| 15556 | Furthermore, while Ardius strives to support a multitude of business and organization types, in certain unique situations, if Ardius cannot support the Gusto R&D Tax Credit Service powered by Ardius for Customer’s business or organization type, Ardius may immediately terminate the Gusto R&D Tax Credit Service powered by Ardius and this Gusto R&D Tax Credit Service powered by Ardius Agreement upon written notice to Customer. | — | Removed |
| 15557 | In the event that Customer elects to terminate this agreement as described above, Ardius will invoice Customer for the total of the remaining Gusto R&D Tax Credit Service powered by Ardius Service Fees, incorporating any relevant discounts. | — | Removed |
| 15558 | The termination of any of the Gusto R&D Tax Credit Service powered by Ardius or the Gusto R&D Tax Credit Service powered by Ardius Agreement will not affect Customer’s or Ardius’s rights with respect to transactions which occurred before termination. | — | Removed |
| 15559 | Ardius will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ardius’s termination of the Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15560 | Any sections of the Gusto R&D Tax Credit Service powered by Ardius Agreement which by their nature should survive and the following sections of these Ardius R&D Tax Credit Terms will survive and remain in effect: Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of these Ardius R&D Tax Credit Terms), 4, 5, 6, 11, 15, 16, and 18 through 30. | — | Removed |
| 15561 | Upon termination of the Gusto R&D Tax Credit Service powered by Ardius and/or termination of the Gusto R&D Tax Credit Service powered by Ardius Agreement, Customer’s right to access and use such terminated Gusto R&D Tax Credit Service powered by Ardius will automatically terminate. | — | Removed |
| 15562 | Changes to the Ardius R&D Tax Credit Terms or Gusto R&D Tax Credit Service powered by Ardius Ardius may modify the Ardius R&D Tax Credit Terms at any time, in Ardius’s sole discretion. | — | Removed |
| 15563 | If Ardius does so, Ardius shall post the modified Ardius R&D Tax Credit Terms on its website. | — | Removed |
| 15564 | It is important that Customer reviews and accepts any modified Ardius R&D Tax Credit Terms because Customer can continue to use the Gusto R&D Tax Credit powered by Ardius Service only if Customer accepts the modified Ardius R&D Tax Credit Terms, indicating to Ardius that Customer agrees to be bound by the modified Ardius R&D Tax Credit Terms. | — | Removed |
| 15565 | If Customer does not agree to be bound by the modified Ardius R&D Tax Credit Terms, then Customer may not continue to use the Gusto R&D Tax Credit powered by Ardius Service. | — | Removed |
| 15566 | Because the Gusto R&D Tax Credit Service powered by Ardius may evolve over time, Ardius may change or discontinue all or any part of the Ardius R&D Tax Credit Terms at any time and without notice, at Ardius’s sole discretion. | — | Removed |
| 15567 | Governing Law This Gusto R&D Tax Credit Service powered by Ardius Agreement will be interpreted and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. | — | Removed |
| 15568 | Arbitration Notwithstanding any other provision in the Gusto R&D Tax Credit Service powered by Ardius Agreement, and except as otherwise set forth in this section, if either Customer or Ardius has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to these Ardius R&D Tax Credit Terms or the Gusto R&D Tax Credit Service powered by Ardius, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or the Gusto R&D Tax Credit Service powered by Ardius Agreement (each of the foregoing, a “ Legal Claim ”) that cannot be resolved directly between Customer and Ardius, 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. | — | Removed |
| 15569 | 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. | — | Removed |
| 15570 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Customer and Ardius. | — | Removed |
| 15571 | A single arbitrator will be mutually selected by Ardius and Customer 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 ”). | — | Removed |
| 15572 | If Ardius and Customer 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. | — | Removed |
| 15573 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 15574 | 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. | — | Removed |
| 15575 | The award rendered by the arbitrator shall be final and binding upon Customer and Ardius. | — | Removed |
| 15576 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 15577 | Either Ardius or Customer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 15578 | Either Ardius or Customer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement without first engaging in the above arbitration process. | — | Removed |
| 15579 | If found that the agreement to arbitrate does not apply to Customer or Customer’s Legal Claim, then Customer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim. | — | Removed |
| 15580 | Customer and Ardius agree and acknowledge that this Gusto R&D Tax Credit Service powered by Ardius Agreement evidences 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 Customer Terms. | — | Removed |
| 15581 | CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CUSTOMER AND ARDIUS ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT CUSTOMER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS GUSTO R&D TAX CREDIT SERVICE POWERED BY ARDIUS AGREEMENT. | — | Removed |
| 15582 | Ardius is Not Responsible for Things Ardius Cannot Control Ardius is not responsible or liable for any delays or failures in performance from any cause beyond Ardius’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 Customer. | — | Removed |
| 15583 | Electronic Transmission These Ardius R&D Tax Credit Terms, and any amendments hereto, by whatever means accepted, will 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. | — | Removed |
| 15584 | 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 Ardius R&D Tax Credit Terms or (ii) the fact that any signature or acceptance of these Ardius R&D Tax Credit Terms were transmitted or communicated through electronic means; and each party forever waives any related defense. | — | Removed |
| 15585 | General This Gusto R&D Tax Credit Service powered by Ardius Agreement constitutes the entire agreement between Ardius and Customer regarding the Platform and Gusto R&D Tax Credit Service powered by Ardius and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. | — | Removed |
| 15586 | This Gusto R&D Tax Credit Service powered by Ardius Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 12. | — | Removed |
| 15587 | If any part of this Gusto R&D Tax Credit Service powered by Ardius Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Gusto R&D Tax Credit Service powered by Ardius Agreement. | — | Removed |
| 15588 | The remaining terms will be valid and enforceable. | — | Removed |
| 15589 | Customer may not assign this Gusto R&D Tax Credit Service powered by Ardius Agreement, by operation of law or otherwise, without Ardius’s prior written consent. | — | Removed |
| 15590 | Any attempt by User to assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement, without such consent, will be null. | — | Removed |
| 15591 | Ardius may freely assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement without restriction. | — | Removed |
| 15592 | The provisions of this Gusto R&D Tax Credit Service powered by Ardius Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. | — | Removed |
| 15593 | Any notices or other communications provided by Ardius under this Gusto R&D Tax Credit Service powered by Ardius Agreement, including those regarding modifications to this Gusto R&D Tax Credit Service powered by Ardius Agreement, will be given: (i) via email; or (ii) by posting to the Platform. | — | Removed |
| 15594 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 15595 | For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 15596 | Ardius’s failure to enforce any right or provision of this Gusto R&D Tax Credit Service powered by Ardius Agreement will not be considered a waiver of such right or provision. | — | Removed |
| 15597 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ardius. | — | Removed |
| 15598 | Except as expressly set forth in this Gusto R&D Tax Credit Service powered by Ardius Agreement, the exercise by either party of any of its remedies under this Gusto R&D Tax Credit Service powered by Ardius Agreement will be without prejudice to its other remedies under this Gusto R&D Tax Credit Service powered by Ardius Agreement or otherwise. | — | Removed |
| 15599 | Contact Information If Customer has any questions about this Agreement, the Platform, or the Gusto R&D Tax Credit Service powered by Ardius, Customer may contact Ardius at [email protected] . | — | Removed |
| 15600 | Ardius is a subsidiary of Gusto. | — | Removed |
| 15601 | Gusto, the provider of the Platform, is located at 525 20th Street San Francisco, CA 94107. | — | Removed |
| 15602 | If Customer is a California resident, Customer may report complaints regarding the Gusto R&D Tax Credit Service powered by Ardius 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 R&D Tax Credit Redemption Service Terms Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective October 20th 2023 Download Table of Contents Last updated June 6, 2022 These R&D Tax Credit Redemption Service Terms (these “R&D Terms”), together with the Gusto Terms of Service Agreement available at http://www.gusto.com/about/terms (the “Gusto Terms”) and the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms” and collectively with the Gusto Terms and these R&D Terms, the “R&D Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to User certain services relating to the federal research and development tax credit (the “R&D Service”), which are provided through Gusto’s website, www.gusto.com . | — | Removed |
| 15603 | These R&D Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15604 | Capitalized terms used but not otherwise defined in these R&D Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15605 | The R&D Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 15606 | User is encouraged to read the R&D Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 15607 | If User is agreeing to these R&D Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the R&D Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15608 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 15609 | By clicking the applicable button to indicate User’s acceptance of the R&D Agreement or by accessing or using the R&D Service, User agrees, effective as of the date of such action, to be bound by the R&D Agreement. 1. | — | Removed |
| 15610 | These R&D Terms Are Part of and Are 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 User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15611 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15612 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15613 | Gusto’s Provision of the R&D Service Is Governed by the R&D Agreement Subject to the terms and conditions of the R&D Agreement, Gusto agrees to use reasonable efforts to provide User with the R&D Service in accordance with the R&D Agreement. 3. | — | Removed |
| 15614 | Obligations Under the Gusto Terms In addition to the obligations specified in these R&D Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Gusto provides to User with respect to the R&D Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the R&D Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service penalty notices, which could affect Gusto’s ability to effectively provide the R&D Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the R&D Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 15615 | Eligibility and Enrollment Requirements for the R&D Service Only small businesses that qualify for the federal research and development tax credit (the “Federal R&D Tax Credit”) are eligible for the R&D Service. | — | Removed |
| 15616 | Eligibility requirements for the Federal R&D Tax Credit are established by the Internal Revenue Service (“IRS”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “IRS Rules”), can be found on the IRS website. | — | Removed |
| 15617 | Before enrolling a company (the “Company”) in the R&D Service, User should consult with an accountant to determine whether such Company is qualified for the Federal R&D Tax Credit, and User may only enroll such Company in the R&D Service if the Company is eligible for the Federal R&D Tax Credit under the IRS Rules (a “Qualified Business”). | — | Removed |
| 15618 | By enrolling a Company in the R&D Service, User is representing and warranting to Gusto that (i) such Company is a Qualified Business; and (ii) such Company has authorized User to enroll the Company in the R&D Service and to provide Gusto with any authorizations necessary for Gusto to provide the R&D Service. | — | Removed |
| 15619 | If User is an accountant for the Company (each, a “Company Accountant”), then User represents and warrants to Gusto that the Company has authorized User to calculate the amount of Federal R&D Tax Credit available to the Company and to perform other actions related to the R&D Tax Credit for the Company. 5. | — | Removed |
| 15620 | Acknowledgment of Certain Federal R&D Tax Credit Rules So long as the Company is a Qualified Business, User understands and acknowledges that (i) the Federal R&D Tax Credit can be applied against the Company’s employer Social Security taxes; (ii) there is a maximum on how much the Company can claim under the Federal R&D Tax Credit per business tax year; (iii) the Federal R&D Tax Credit can be carried forward to future business tax years until such Federal R&D Tax Credit is fully applied; and (iv) since the Federal R&D Tax Credit is taken against the Company’s employer Social Security taxes, the amount that the Company receives as a refund from the IRS for the Federal R&D Tax Credit, or the amount reduced from the employer Social Security taxes owed, cannot exceed the amount of employer Social Security taxes that the Company owes. 6. | — | Removed |
| 15621 | Gusto has No Liability for Provided Information Gusto is not responsible or liable for determining how much Federal R&D Tax Credit the Company is eligible to claim in a given business tax year (the “Available Credit”). | — | Removed |
| 15622 | Determining the amount of Available Credit is solely the responsibility of User and any Company Accountants. | — | Removed |
| 15623 | For any business tax year that the Company would like to claim the Federal R&D Tax Credit, User or a Company Accountant must provide Gusto with the necessary information for Gusto to perform the R&D Service, including but not limited to the amount of Available Credit for such business tax year (the “Provided Information”). | — | Removed |
| 15624 | User and any Company Accountants are solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15625 | Gusto will rely on the Available Credit information and other Provided Information furnished by User and Company Accountants. | — | Removed |
| 15626 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from reliance on the Provided Information. 7. | — | Removed |
| 15627 | Obligation to Notify Gusto of Changes to Information User must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 15628 | In particular, User must promptly notify Gusto if (i) the Company has changed the employer identification number that any remaining Available Credit should apply to; (ii) the Company has used any portion of its Available Credit against its business income taxes; or (iii) the amount of the Company’s remaining Available Credit has changed for any reason other than Gusto’s application of the remaining Available Credit to the Company’s employer Social Security taxes in accordance with the R&D Service. | — | Removed |
| 15629 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from User’s failure to notify Gusto of any changes to the Provided Information. 8. | — | Removed |
| 15630 | R&D Service Descriptions Gusto offers two versions of the R&D Service: the Post-Quarter Refund version and the Real Time R&D Tax Credit version. | — | Removed |
| 15631 | Post-Quarter Refund Gusto currently offers the Post-Quarter Refund version of the R&D Service (the “Post-Quarter Refund Service”) for no additional fee, but Gusto reserves the right to begin charging an additional fee for the Post-Quarter Refund Service at any time in the future, at its sole discretion. | — | Removed |
| 15632 | If Gusto begins charging an additional fee for the Post-Quarter Refund Service, then Gusto shall provide User with prior notice of the fee change, in accordance with Section 2 (Service Fees and Charges) of the Gusto Terms. | — | Removed |
| 15633 | If User is enrolling the Company in the Post-Quarter Refund Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to make the applicable quarterly tax filings to claim the Federal R&D Tax Credit on the Company’s behalf for each business tax year in which the Company claims the Federal R&D Tax Credit. | — | Removed |
| 15634 | The Company will typically receive an IRS refund for the applicable portion of the remaining Available Credit approximately 6 to 8 weeks after each quarter’s applicable tax returns for the Federal R&D Tax Credit have been filed. | — | Removed |
| 15635 | Gusto cannot guarantee that the Company will receive its refunds from the IRS for the Federal R&D Tax Credit within this timeframe, or at all. | — | Removed |
| 15636 | So long as (i) the Company is enrolled in the Post-Quarter Refund Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will file, and User authorizes Gusto to file, the applicable quarterly tax filings on behalf of the Company to claim the Company’s remaining Available Credit. | — | Removed |
| 15637 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Post-Quarter Refund Service so that Gusto can file the applicable quarterly tax filings pursuant to the R&D Agreement. | — | Removed |
| 15638 | User may cancel the Post-Quarter Refund Service at any time, either through terminating the R&D Service entirely or by upgrading to the Real Time R&D Tax Credit Service (as defined below). | — | Removed |
| 15639 | Real Time R&D Tax Credit Gusto currently offers the Real Time R&D Tax Credit version of the R&D Service for an additional monthly fee (the “Real Time R&D Tax Credit Service”). | — | Removed |
| 15640 | If User is enrolling the Company in the Real Time R&D Tax Credit Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to (i) reduce the Company’s employer Social Security taxes for each payroll run on Gusto by a portion of the remaining Available Credit, if any (each, a “Payroll Reduction”); and (ii) charge the Company the additional monthly fee for the Real Time R&D Tax Credit Service pursuant to Section 2 (Service Fees and Charges) of the Gusto Terms for the calendar months in which Gusto applies any Payroll Reduction (collectively, the “Authorized Real Time R&D Actions”). | — | Removed |
| 15641 | So long as (i) the Company is enrolled in the Real Time R&D Tax Credit Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will take, and User authorizes Gusto to take, the Authorized Real Time R&D Actions. | — | Removed |
| 15642 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Real Time R&D Tax Credit Service so that Gusto can take the Authorized Real Time R&D Actions pursuant to the R&D Agreement. | — | Removed |
| 15643 | User may cancel the Real Time R&D Tax Credit Service at any time, provided that if a Payroll Reduction has been applied to any payroll run in the calendar month that User cancels the Real Time R&D Tax Credit Service, then Gusto will charge the Company the monthly additional fee for the Real Time R&D Tax Credit Service for such calendar month. | — | Removed |
| 15644 | Effective October 20th 2023 to October 20th 2023 Download Table of Contents Last updated June 6, 2022 These R&D Tax Credit Redemption Service Terms (these “R&D Terms”), together with the Gusto Terms of Service Agreement available at http://www.gusto.com/about/terms (the “Gusto Terms”) and the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms” and collectively with the Gusto Terms and these R&D Terms, the “R&D Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to User certain services relating to the federal research and development tax credit (the “R&D Service”), which are provided through Gusto’s website, www.gusto.com . | — | Removed |
| 15645 | These R&D Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15646 | Capitalized terms used but not otherwise defined in these R&D Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15647 | The R&D Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 15648 | User is encouraged to read the R&D Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 15649 | If User is agreeing to these R&D Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the R&D Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15650 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 15651 | By clicking the applicable button to indicate User’s acceptance of the R&D Agreement or by accessing or using the R&D Service, User agrees, effective as of the date of such action, to be bound by the R&D Agreement. 1. | — | Removed |
| 15652 | These R&D Terms Are Part of and Are 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 User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15653 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15654 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15655 | Gusto’s Provision of the R&D Service Is Governed by the R&D Agreement Subject to the terms and conditions of the R&D Agreement, Gusto agrees to use reasonable efforts to provide User with the R&D Service in accordance with the R&D Agreement. 3. | — | Removed |
| 15656 | Obligations Under the Gusto Terms In addition to the obligations specified in these R&D Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Gusto provides to User with respect to the R&D Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the R&D Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service penalty notices, which could affect Gusto’s ability to effectively provide the R&D Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the R&D Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 15657 | Eligibility and Enrollment Requirements for the R&D Service Only small businesses that qualify for the federal research and development tax credit (the “Federal R&D Tax Credit”) are eligible for the R&D Service. | — | Removed |
| 15658 | Eligibility requirements for the Federal R&D Tax Credit are established by the Internal Revenue Service (“IRS”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “IRS Rules”), can be found on the IRS website. | — | Removed |
| 15659 | Before enrolling a company (the “Company”) in the R&D Service, User should consult with an accountant to determine whether such Company is qualified for the Federal R&D Tax Credit, and User may only enroll such Company in the R&D Service if the Company is eligible for the Federal R&D Tax Credit under the IRS Rules (a “Qualified Business”). | — | Removed |
| 15660 | By enrolling a Company in the R&D Service, User is representing and warranting to Gusto that (i) such Company is a Qualified Business; and (ii) such Company has authorized User to enroll the Company in the R&D Service and to provide Gusto with any authorizations necessary for Gusto to provide the R&D Service. | — | Removed |
| 15661 | If User is an accountant for the Company (each, a “Company Accountant”), then User represents and warrants to Gusto that the Company has authorized User to calculate the amount of Federal R&D Tax Credit available to the Company and to perform other actions related to the R&D Tax Credit for the Company. 5. | — | Removed |
| 15662 | Acknowledgment of Certain Federal R&D Tax Credit Rules So long as the Company is a Qualified Business, User understands and acknowledges that (i) the Federal R&D Tax Credit can be applied against the Company’s employer Social Security taxes; (ii) there is a maximum on how much the Company can claim under the Federal R&D Tax Credit per business tax year; (iii) the Federal R&D Tax Credit can be carried forward to future business tax years until such Federal R&D Tax Credit is fully applied; and (iv) since the Federal R&D Tax Credit is taken against the Company’s employer Social Security taxes, the amount that the Company receives as a refund from the IRS for the Federal R&D Tax Credit, or the amount reduced from the employer Social Security taxes owed, cannot exceed the amount of employer Social Security taxes that the Company owes. 6. | — | Removed |
| 15663 | Gusto has No Liability for Provided Information Gusto is not responsible or liable for determining how much Federal R&D Tax Credit the Company is eligible to claim in a given business tax year (the “Available Credit”). | — | Removed |
| 15664 | Determining the amount of Available Credit is solely the responsibility of User and any Company Accountants. | — | Removed |
| 15665 | For any business tax year that the Company would like to claim the Federal R&D Tax Credit, User or a Company Accountant must provide Gusto with the necessary information for Gusto to perform the R&D Service, including but not limited to the amount of Available Credit for such business tax year (the “Provided Information”). | — | Removed |
| 15666 | User and any Company Accountants are solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15667 | Gusto will rely on the Available Credit information and other Provided Information furnished by User and Company Accountants. | — | Removed |
| 15668 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from reliance on the Provided Information. 7. | — | Removed |
| 15669 | Obligation to Notify Gusto of Changes to Information User must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 15670 | In particular, User must promptly notify Gusto if (i) the Company has changed the employer identification number that any remaining Available Credit should apply to; (ii) the Company has used any portion of its Available Credit against its business income taxes; or (iii) the amount of the Company’s remaining Available Credit has changed for any reason other than Gusto’s application of the remaining Available Credit to the Company’s employer Social Security taxes in accordance with the R&D Service. | — | Removed |
| 15671 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from User’s failure to notify Gusto of any changes to the Provided Information. 8. | — | Removed |
| 15672 | R&D Service Descriptions Gusto offers two versions of the R&D Service: the Post-Quarter Refund version and the Real Time R&D Tax Credit version. | — | Removed |
| 15673 | Post-Quarter Refund Gusto currently offers the Post-Quarter Refund version of the R&D Service (the “Post-Quarter Refund Service”) for no additional fee, but Gusto reserves the right to begin charging an additional fee for the Post-Quarter Refund Service at any time in the future, at its sole discretion. | — | Removed |
| 15674 | If Gusto begins charging an additional fee for the Post-Quarter Refund Service, then Gusto shall provide User with prior notice of the fee change, in accordance with Section 2 (Service Fees and Charges) of the Gusto Terms. | — | Removed |
| 15675 | If User is enrolling the Company in the Post-Quarter Refund Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to make the applicable quarterly tax filings to claim the Federal R&D Tax Credit on the Company’s behalf for each business tax year in which the Company claims the Federal R&D Tax Credit. | — | Removed |
| 15676 | The Company will typically receive an IRS refund for the applicable portion of the remaining Available Credit approximately 6 to 8 weeks after each quarter’s applicable tax returns for the Federal R&D Tax Credit have been filed. | — | Removed |
| 15677 | Gusto cannot guarantee that the Company will receive its refunds from the IRS for the Federal R&D Tax Credit within this timeframe, or at all. | — | Removed |
| 15678 | So long as (i) the Company is enrolled in the Post-Quarter Refund Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will file, and User authorizes Gusto to file, the applicable quarterly tax filings on behalf of the Company to claim the Company’s remaining Available Credit. | — | Removed |
| 15679 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Post-Quarter Refund Service so that Gusto can file the applicable quarterly tax filings pursuant to the R&D Agreement. | — | Removed |
| 15680 | User may cancel the Post-Quarter Refund Service at any time, either through terminating the R&D Service entirely or by upgrading to the Real Time R&D Tax Credit Service (as defined below). | — | Removed |
| 15681 | Real Time R&D Tax Credit Gusto currently offers the Real Time R&D Tax Credit version of the R&D Service for an additional monthly fee (the “Real Time R&D Tax Credit Service”). | — | Removed |
| 15682 | If User is enrolling the Company in the Real Time R&D Tax Credit Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to (i) reduce the Company’s employer Social Security taxes for each payroll run on Gusto by a portion of the remaining Available Credit, if any (each, a “Payroll Reduction”); and (ii) charge the Company the additional monthly fee for the Real Time R&D Tax Credit Service pursuant to Section 2 (Service Fees and Charges) of the Gusto Terms for the calendar months in which Gusto applies any Payroll Reduction (collectively, the “Authorized Real Time R&D Actions”). | — | Removed |
| 15683 | So long as (i) the Company is enrolled in the Real Time R&D Tax Credit Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will take, and User authorizes Gusto to take, the Authorized Real Time R&D Actions. | — | Removed |
| 15684 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Real Time R&D Tax Credit Service so that Gusto can take the Authorized Real Time R&D Actions pursuant to the R&D Agreement. | — | Removed |
| 15685 | User may cancel the Real Time R&D Tax Credit Service at any time, provided that if a Payroll Reduction has been applied to any payroll run in the calendar month that User cancels the Real Time R&D Tax Credit Service, then Gusto will charge the Company the monthly additional fee for the Real Time R&D Tax Credit Service for such calendar month. | — | Removed |
| 15686 | Effective October 17th 2023 to October 20th 2023 Download Table of Contents R&D Tax Credit Redemption Service Terms Last updated June 6, 2022 These R&D Tax Credit Redemption Service Terms (these “R&D Terms”), together with the Gusto Terms of Service Agreement available at http://www.gusto.com/about/terms (the “Gusto Terms”) and the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms” and collectively with the Gusto Terms and these R&D Terms, the “R&D Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to User certain services relating to the federal research and development tax credit (the “R&D Service”), which are provided through Gusto’s website, www.gusto.com . | — | Removed |
| 15687 | These R&D Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15688 | Capitalized terms used but not otherwise defined in these R&D Terms shall have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15689 | The R&D Agreement is a legally binding agreement between User and Gusto. | — | Removed |
| 15690 | User is encouraged to read the R&D Agreement carefully and to save a copy of it for User’s records. | — | Removed |
| 15691 | If User is agreeing to these R&D Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the R&D Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. | — | Removed |
| 15692 | In that event, “User” (as defined in the Gusto Terms) also refers to that business or individual. | — | Removed |
| 15693 | By clicking the applicable button to indicate User’s acceptance of the R&D Agreement or by accessing or using the R&D Service, User agrees, effective as of the date of such action, to be bound by the R&D Agreement. 1. | — | Removed |
| 15694 | These R&D Terms Are Part of and Are 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 User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15695 | If the terms and conditions of these R&D 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 shall control shall be as follows: the terms and conditions of these R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15696 | THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15697 | Gusto’s Provision of the R&D Service Is Governed by the R&D Agreement Subject to the terms and conditions of the R&D Agreement, Gusto agrees to use reasonable efforts to provide User with the R&D Service in accordance with the R&D Agreement. 3. | — | Removed |
| 15698 | Obligations Under the Gusto Terms In addition to the obligations specified in these R&D Terms, User has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) follow instructions that Gusto provides to User with respect to the R&D Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the R&D Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service penalty notices, which could affect Gusto’s ability to effectively provide the R&D Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the R&D Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms. 4. | — | Removed |
| 15699 | Eligibility and Enrollment Requirements for the R&D Service Only small businesses that qualify for the federal research and development tax credit (the “Federal R&D Tax Credit”) are eligible for the R&D Service. | — | Removed |
| 15700 | Eligibility requirements for the Federal R&D Tax Credit are established by the Internal Revenue Service (“IRS”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “IRS Rules”), can be found on the IRS website. | — | Removed |
| 15701 | Before enrolling a company (the “Company”) in the R&D Service, User should consult with an accountant to determine whether such Company is qualified for the Federal R&D Tax Credit, and User may only enroll such Company in the R&D Service if the Company is eligible for the Federal R&D Tax Credit under the IRS Rules (a “Qualified Business”). | — | Removed |
| 15702 | By enrolling a Company in the R&D Service, User is representing and warranting to Gusto that (i) such Company is a Qualified Business; and (ii) such Company has authorized User to enroll the Company in the R&D Service and to provide Gusto with any authorizations necessary for Gusto to provide the R&D Service. | — | Removed |
| 15703 | If User is an accountant for the Company (each, a “Company Accountant”), then User represents and warrants to Gusto that the Company has authorized User to calculate the amount of Federal R&D Tax Credit available to the Company and to perform other actions related to the R&D Tax Credit for the Company. 5. | — | Removed |
| 15704 | Acknowledgment of Certain Federal R&D Tax Credit Rules So long as the Company is a Qualified Business, User understands and acknowledges that (i) the Federal R&D Tax Credit can be applied against the Company’s employer Social Security taxes; (ii) there is a maximum on how much the Company can claim under the Federal R&D Tax Credit per business tax year; (iii) the Federal R&D Tax Credit can be carried forward to future business tax years until such Federal R&D Tax Credit is fully applied; and (iv) since the Federal R&D Tax Credit is taken against the Company’s employer Social Security taxes, the amount that the Company receives as a refund from the IRS for the Federal R&D Tax Credit, or the amount reduced from the employer Social Security taxes owed, cannot exceed the amount of employer Social Security taxes that the Company owes. 6. | — | Removed |
| 15705 | Gusto has No Liability for Provided Information Gusto is not responsible or liable for determining how much Federal R&D Tax Credit the Company is eligible to claim in a given business tax year (the “Available Credit”). | — | Removed |
| 15706 | Determining the amount of Available Credit is solely the responsibility of User and any Company Accountants. | — | Removed |
| 15707 | For any business tax year that the Company would like to claim the Federal R&D Tax Credit, User or a Company Accountant must provide Gusto with the necessary information for Gusto to perform the R&D Service, including but not limited to the amount of Available Credit for such business tax year (the “Provided Information”). | — | Removed |
| 15708 | User and any Company Accountants are solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. | — | Removed |
| 15709 | Gusto will rely on the Available Credit information and other Provided Information furnished by User and Company Accountants. | — | Removed |
| 15710 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from reliance on the Provided Information. 7. | — | Removed |
| 15711 | Obligation to Notify Gusto of Changes to Information User must promptly notify Gusto of any changes to the Provided Information. | — | Removed |
| 15712 | In particular, User must promptly notify Gusto if (i) the Company has changed the employer identification number that any remaining Available Credit should apply to; (ii) the Company has used any portion of its Available Credit against its business income taxes; or (iii) the amount of the Company’s remaining Available Credit has changed for any reason other than Gusto’s application of the remaining Available Credit to the Company’s employer Social Security taxes in accordance with the R&D Service. | — | Removed |
| 15713 | Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from User’s failure to notify Gusto of any changes to the Provided Information. 8. | — | Removed |
| 15714 | R&D Service Descriptions Gusto offers two versions of the R&D Service: the Post-Quarter Refund version and the Real Time R&D Tax Credit version. | — | Removed |
| 15715 | Post-Quarter Refund Gusto currently offers the Post-Quarter Refund version of the R&D Service (the “Post-Quarter Refund Service”) for no additional fee, but Gusto reserves the right to begin charging an additional fee for the Post-Quarter Refund Service at any time in the future, at its sole discretion. | — | Removed |
| 15716 | If Gusto begins charging an additional fee for the Post-Quarter Refund Service, then Gusto shall provide User with prior notice of the fee change, in accordance with Section 2 (Service Fees and Charges) of the Gusto Terms. | — | Removed |
| 15717 | If User is enrolling the Company in the Post-Quarter Refund Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to make the applicable quarterly tax filings to claim the Federal R&D Tax Credit on the Company’s behalf for each business tax year in which the Company claims the Federal R&D Tax Credit. | — | Removed |
| 15718 | The Company will typically receive an IRS refund for the applicable portion of the remaining Available Credit approximately 6 to 8 weeks after each quarter’s applicable tax returns for the Federal R&D Tax Credit have been filed. | — | Removed |
| 15719 | Gusto cannot guarantee that the Company will receive its refunds from the IRS for the Federal R&D Tax Credit within this timeframe, or at all. | — | Removed |
| 15720 | So long as (i) the Company is enrolled in the Post-Quarter Refund Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will file, and User authorizes Gusto to file, the applicable quarterly tax filings on behalf of the Company to claim the Company’s remaining Available Credit. | — | Removed |
| 15721 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Post-Quarter Refund Service so that Gusto can file the applicable quarterly tax filings pursuant to the R&D Agreement. | — | Removed |
| 15722 | User may cancel the Post-Quarter Refund Service at any time, either through terminating the R&D Service entirely or by upgrading to the Real Time R&D Tax Credit Service (as defined below). | — | Removed |
| 15723 | Real Time R&D Tax Credit Gusto currently offers the Real Time R&D Tax Credit version of the R&D Service for an additional monthly fee (the “Real Time R&D Tax Credit Service”). | — | Removed |
| 15724 | If User is enrolling the Company in the Real Time R&D Tax Credit Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to (i) reduce the Company’s employer Social Security taxes for each payroll run on Gusto by a portion of the remaining Available Credit, if any (each, a “Payroll Reduction”); and (ii) charge the Company the additional monthly fee for the Real Time R&D Tax Credit Service pursuant to Section 2 (Service Fees and Charges) of the Gusto Terms for the calendar months in which Gusto applies any Payroll Reduction (collectively, the “Authorized Real Time R&D Actions”). | — | Removed |
| 15725 | So long as (i) the Company is enrolled in the Real Time R&D Tax Credit Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will take, and User authorizes Gusto to take, the Authorized Real Time R&D Actions. | — | Removed |
| 15726 | If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Real Time R&D Tax Credit Service so that Gusto can take the Authorized Real Time R&D Actions pursuant to the R&D Agreement. | — | Removed |
| 15727 | User may cancel the Real Time R&D Tax Credit Service at any time, provided that if a Payroll Reduction has been applied to any payroll run in the calendar month that User cancels the Real Time R&D Tax Credit Service, then Gusto will charge the Company the monthly additional fee for the Real Time R&D Tax Credit Service for such calendar month. | — | Removed |
| 15728 | R&D Tax Credit Services Referral Partner Program Version Version 1.0 (Current) Effective October 25th 2023 Download Table of Contents Last updated July 29, 2022 The Gusto R&D Tax Credit Services Referral Partner Program (“ Program ”) and its terms herein (“ Partner Terms ”) are designed to reward participating accountants and accounting firms (each, a “ Partner ”) for each Partner Client (as defined below) that Partner refers to the Gusto R&D Tax Credit Services (the “Services”, as found at https://gusto.com/about/terms/ardius-rd (the“ Services Terms ”)). | — | Removed |
| 15729 | Partner referral may be through any of the following: (i) Partner independently refers a client to Gusto through (a) the Gusto payroll platform, including but not limited to a Partner-specific referral URL (the “Gusto Platform”) or (b) Partner’s assigned Gusto Account Manager (each, an “Active Referral”); (ii) Gusto independently markets and sells the Services directly to Partner’s client (“Passive Referral”); or (iii) any other method that Gusto may add to these Partner Terms (collectively, the “Referral Methods”). | — | Removed |
| 15730 | A “Partner Client” is a Partner client that (i) is not already enrolled in the Services at the time of Partner’s referral, (ii) meets the “Eligibility Criteria” as defined in the Services Terms, and (iii) as a result of such Partner referral, becomes a new customer of Gusto through enrollment in the Services (such enrollment, the “ Enrollment ” or being “ Enrolled ”). | — | Removed |
| 15731 | The Services may include: (i) the identification and calculation of the Partner Client’s available R&D tax credit (the “Study Service”); (ii) additional qualitative documentation to support the R&D tax credit calculation (the “ Qualitative Service ”); and (iii) assisting the Partner Client in gathering the data necessary to respond to inquiries from the Internal Revenue Service about the R&D tax credit (the “Audit Support Service”). | — | Removed |
| 15732 | A Partner Client may enroll in any such service for which it meets the Eligibility Criteria. | — | Removed |
| 15733 | For the purposes of these Partner Terms, Services exclude the Gusto R&D Tax Credit Redemption Services as described in the Services Terms. | — | Removed |
| 15734 | For each new Partner Client, Partner will be entitled to certain incentives (“Incentives”), which shall be payable according to the terms provided in the Appendix herein and may include the following: (i) the “Referral Fee”, which shall mean the one-time payment that Gusto will offer individual participating accountants for each Partner Client such accountant refers to Gusto through a Referral Method; (ii) the “Revenue Share”, which shall mean a recurring cash payment from Gusto to an accounting firm Partner; and (iii) any additional incentives as may be added to these Partner Terms and applicable to Partner through its participation in the Program. | — | Removed |
| 15735 | During (i) Enrollment and (ii) throughout the Partner’s and its Partner Client’s joint participation in the Program (collectively, the “ Term ”), Partner will be required to perform, in compliance with the Services Terms and the Gusto Terms of Service (“ Gusto Terms ”, incorporated herein by reference to https://gusto.com/about/terms), certain obligations which may include but are not limited to: (i) facilitating the transmission of Partner Client data to the Gusto Platform, and/or (ii) assisting Partner Clients in providing documentation and/or information to Gusto as necessary for Gusto to perform the Services. | — | Removed |
| 15736 | All Partner Terms herein are subject to the Gusto Terms. | — | Removed |
| 15737 | In the event of a conflict or inconsistency between these Partner Terms and the Gusto Terms, the Gusto Terms will prevail. | — | Removed |
| 15738 | By participating in this Program, Partner acknowledges and agrees to share with Partner Client responsibilities assigned in Section 3 of the Services Terms to the “ Customer ” (as defined therein). | — | Removed |
| 15739 | Gusto may terminate these Partner Terms or the Program or modify the Partner Terms, Service Terms and/or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 15740 | Gusto may choose to accept, decline or expel any person, accounting firm or accountant, or Partner or Partner Client from the Program at any time, and reserves the right to terminate its relationship with any existing participant in the Program. | — | Removed |
| 15741 | Appendix The Referral Fee shall be paid in the form of a $500 pre-paid gift card for each Partner Client that registers for the Services and qualifies for research and development tax credits under Internal Revenue Code Section 41. | — | Removed |
| 15742 | For the purposes of the Referral Fee, a Partner Client may only be counted once, even if such Partner Client is referred by Partner to Gusto through more than one of the Referral Methods. | — | Removed |
| 15743 | The Referral Fee will be distributed on the same cadence as the Revenue Share Percentage. | — | Removed |
| 15744 | Partners have the option to donate the Referral Fee to a charity of their choosing. | — | Removed |
| 15745 | Accounting firm Partners will receive a specified “ Revenue Share Percentage ” as determined by their then current “ Gusto Partnership Tier ”, as set forth by the Gusto Accountant Program Terms and related materials (collectively the “Accountant Program Terms”, incorporated herein by reference, and as found at https://gusto.com/partners/terms): Gusto Partnership Tier Starter Bronze Silver Gold Revenue Share Percentage 5% 10% 15% 20% During the Term and within 30 days after the end of each calendar quarter, Gusto will: (1) calculate the gross revenue actually received from Partner Clients for the Services, less, as applicable: (i) any one-time administrative fees charged to Partner Clients; (ii) amounts repaid or credited to such Partner Clients; and (iii) taxes and duties owed by Gusto on the Partner Client revenue; (2) calculate the Revenue Share Percentage due to Partner; and (3) submit payment to Partner. | — | Removed |
| 15746 | In the event of the termination of the Partner and Partner Client relationship, Gusto reserves the right to terminate pending and future Referral Fees and Revenue Share payments. | — | Removed |
| 15747 | Tax Form Printing & Mailing Terms Version Version 1.0 (Current) Effective October 23rd 2023 Download Table of Contents Last updated January 20, 2021 These Gusto Tax Form Printing and Mailing Terms (the “Tax Form Printing and Mailing Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”), and the Lob.com, Inc. | — | Removed |
| 15748 | Services Agreement available at https://www.lob.com/legal (the “Lob Service Terms”) (collectively, the “Tax Form Printing and Mailing Customer Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide customers (each, a “Customer”) with the ability to print and mail Internal Revenue Service (“IRS”) Form W-2 and Form 1099-NEC to eligible employees and independent contractors through Gusto’s printing and mailing partner, Lob.com, Inc. | — | Removed |
| 15749 | (“Lob”), via the Gusto Platform (the “Tax Form Printing and Mailing Service”). | — | Removed |
| 15750 | These Tax Form Printing and Mailing Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15751 | Capitalized terms used but not otherwise defined in these Tax Form Printing and Mailing Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 15752 | The Tax Form Printing and Mailing Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 15753 | The individual agreeing to these Tax Form Printing and Mailing Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Tax Form Printing and Mailing Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15754 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Tax Form Printing and Mailing Customer Agreement. | — | Removed |
| 15755 | By (i) clicking the applicable button to indicate Customer’s acceptance of these Tax Form Printing and Mailing Terms or (ii) accessing or using the Tax Form Printing and Mailing Service, effective as of the date of such action, Customer agrees to be bound by the Tax Form Printing and Mailing Customer Agreement. 1. | — | Removed |
| 15756 | These Tax Form Printing and Mailing 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 relating to the Payroll Service, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15757 | If the terms and conditions of these Tax Form Printing and Mailing 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 Tax Form Printing and Mailing Service directly on the Gusto Platform will be as follows: the terms and conditions of these Tax Form Printing and Mailing Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15758 | 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 TAX FORM PRINTING AND MAILING SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15759 | These Tax Form Printing and Mailing Terms are in Addition to and Separate from the Lob Service Terms These Tax Form Printing and Mailing Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern access to Tax Form Printing and Mailing Service through the Gusto Platform and are in addition to and separate from any terms governing Lob at https://www.lob.com/ (the “Lob Platform”). | — | Removed |
| 15760 | The Lob Platform is governed by Lob’s General Terms available at https://www.lob.com/legal and Privacy Policy available at https://www.lob.com/legal . | — | Removed |
| 15761 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Lob Platform (the “Platforms”). | — | Removed |
| 15762 | Customer acknowledges that, under these Tax Form Printing and Mailing Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15763 | Where any provision governing the Gusto Platform conflicts with any provision governing the Lob Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Tax Form Printing and Mailing Customer Agreement. 3. | — | Removed |
| 15764 | Gusto’s Provision of the Tax Form Printing and Mailing Service is Governed by the Tax Form Printing and Mailing Customer Agreement Subject to the terms and conditions of the Tax Form Printing and Mailing Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Tax Form Printing and Mailing Service, through its partnership with Lob, in accordance with the Tax Form Printing and Mailing Customer Agreement. 4. | — | Removed |
| 15765 | Obligations Under the Gusto Terms In addition to the obligations specified in these Tax Form Printing and Mailing 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 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. | — | Removed |
| 15766 | Tax Form Printing and Mailing Service Provided that Customer meets Customer’s obligations and complies with the terms of the Tax Form Printing and Mailing Customer Agreement, Gusto will provide Customer with the Tax Form Printing and Mailing Service. | — | Removed |
| 15767 | The Tax Form Printing and Mailing Service shall be limited to (i) Gusto allowing Customer to submit necessary Customer Tax Information (as defined in Section 6 of this Agreement) and request on the Gusto Platform that certain IRS Form W-2s and/or Form 1099-NECs be printed and mailed to Customer’s employees and/or independent contractors, respectively (the “Printed and Mailed Tax Forms”); (ii) Customer authorizing the transfer of the submitted information from Gusto to Lob through an API integration with Gusto; (iii) Lob printing paper IRS Forms W-2s and 1099-NECs at the request of Customer on the Lob Platform; and (iv) Lob sending of such Printed and Mailed Tax Forms through a certified mail service provided by the United States Postal Service (the “USPS”). | — | Removed |
| 15768 | Customer acknowledges and agrees that Customer will be unable to modify, reverse, or cancel any Printed and Mailed Tax Forms after the request has been submitted on the Gusto Platform. | — | Removed |
| 15769 | As such, Customer should carefully review all information before submitting any Printed and Mailed Tax Forms. | — | Removed |
| 15770 | Customer understands that if Customer must modify, reverse, or cancel a Printed and Mailed Tax Form after the such time, Customer shall work directly with Customer’s employee or independent contractor to appropriately address such situation including taking actions such as submitting an updated request for the Printed and Mailed Tax Form on the Gusto Platform. | — | Removed |
| 15771 | Customer is solely responsible for taking such actions. 6. | — | Removed |
| 15772 | Necessary Information Sharing with Gusto’s Third Party Partners In order for Gusto to provide Customer with the Tax Form Printing and Mailing Service, Gusto must remit certain employment information, Identification Information, Taxpayer Information (as those terms are defined in the Gusto Privacy Policy) to Lob (collectively, the “Customer Tax Information”). | — | Removed |
| 15773 | Customer Tax Information necessarily includes certain personally identifiable information. | — | Removed |
| 15774 | Customer acknowledges the foregoing and authorizes Gusto to share Customer Tax Information with Lob. | — | Removed |
| 15775 | If Customer does not agree or later revokes Customer’s authorization, Customer must not use the Tax Form Printing and Mailing Service. | — | Removed |
| 15776 | Customer is encouraged to read and review Gusto’s and Lob’s Privacy Policies as referenced in Section 2 of this Agreement. 7. | — | Removed |
| 15777 | Compliance with Laws Customer shall comply with any and all laws, rules, or regulations applicable to the Tax Form Printing and Mailing Service, including but not limited to state and federal wage and hour laws and IRS deadlines (collectively, the “Applicable Laws”). | — | Removed |
| 15778 | Customer acknowledges and agrees that Customer is solely responsible for Customer’s obligations under Applicable Laws. | — | Removed |
| 15779 | Any use of the Tax Form Printing and Mailing Service in contradiction of this Section 7 constitutes a violation of the Tax Form Printing and Mailing Customer Agreement and may result in Customer’s suspension or termination from the Tax Form Printing and Mailing Service. | — | Removed |
| 15780 | Customer acknowledges and agrees that Gusto shall not provide legal or other compliance-related advice to Customer and/or Customer’s Administrator(s) regarding its use of the Tax Form Printing and Mailing Service. | — | Removed |
| 15781 | Any information that Gusto provides in connection with the Tax Form Printing and Mailing Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. 8. | — | Removed |
| 15782 | Service Fees and Charges As part of the Tax Form Printing and Mailing Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 15783 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time); in addition to (ii) the “Tax Form Printing and Mailing Service Fees” in an amount starting at $2.00 per Printed and Mailed Tax Form requested by Customer using the Tax Form Printing and Mailing Service. | — | Removed |
| 15784 | Customer acknowledges and understands that (a) the Tax Form Printing and Mailing Service Fees may change from time to time and (b) the Tax Form Printing and Mailing Fee listed on the Gusto Platform at the time Customer requests such Printed and Mailed Tax Forms shall apply. | — | Removed |
| 15785 | Customer authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Tax Form Printing and Mailing Service Fees as they become payable. 9. | — | Removed |
| 15786 | Modifications Because the Tax Form Printing and Mailing Service is still under development, Gusto may change or discontinue all or any part of the Tax Form Printing and Mailing Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 15787 | Gusto may also modify, amend, or restate the Tax Form Printing and Mailing Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 15788 | If Gusto does so, Gusto shall let Customer know either by posting the modified Tax Form Printing and Mailing Customer Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 15789 | If Customer does not agree to be bound by the modified Tax Form Printing and Mailing Customer Agreement, then Customer may not continue to use the Tax Form Printing and Mailing Service. 10. | — | Removed |
| 15790 | Lost, Delayed, or Misrouted Tax Forms In the event that any Printed and Mailed Tax Forms are lost, delayed, misrouted, or otherwise not received by the intended recipient in the time estimate provided by Gusto to Customer on the Gusto Platform at the time of submission, Customer should take prompt action, such as providing a digital or self-printed copy of the tax form via the Platform, to ensure the recipient employee or independent contractor receives the appropriate tax form on or before the applicable deadline. | — | Removed |
| 15791 | Customer acknowledges that Gusto is not responsible for any fines, penalties, or any other consequences or claims directly or indirectly resulting from incorrect, damaged, lost, delayed, or misrouted Printed and Mailed Tax Forms. | — | Removed |
| 15792 | Check Mailing and Printing Terms Version Version 1.1 (Current) Version 1.0 Effective October 26th 2023 Download Table of Contents Last updated November 19, 2020 These Gusto Check Printing and Mailing Terms (the “Check Printing and Mailing Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”), and the Lob.com, Inc. | — | Removed |
| 15793 | Services Agreement available at https://www.lob.com/legal (the “Lob Service Terms”) (collectively, the “Check Printing and Mailing Customer Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide customers (each, a “Customer”) with the ability to pay eligible employees or independent contractors via checks printed and mailed by Gusto’s check printing and mailing partner, Lob.com, Inc. | — | Removed |
| 15794 | (“Lob”), a Delaware corporation, via the Gusto Platform (the “Check Printing and Mailing Service”). | — | Removed |
| 15795 | These Check Printing and Mailing Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15796 | Capitalized terms used but not otherwise defined in these Check Printing and Mailing Terms have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms, as applicable. | — | Removed |
| 15797 | The Check Printing and Mailing Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 15798 | The individual agreeing to these Check Printing and Mailing Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Check Printing and Mailing Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15799 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Check Printing and Mailing Customer Agreement. | — | Removed |
| 15800 | By (i) checking the box presented with these Check Printing and Mailing Terms or (ii) accessing or using the Check Printing and Mailing Service, effective as of the date of such action, Customer agrees to be bound by the Check Printing and Mailing Customer Agreement. 1. | — | Removed |
| 15801 | These Check Printing and Mailing 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 relating to the Payroll Service, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15802 | If the terms and conditions of these Check Printing and Mailing 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 your use of the Check Printing and Mailing Service directly on the Gusto Platform will be as follows: the terms and conditions of these Check Printing and Mailing Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15803 | 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 CHECK PRINTING AND MAILING SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15804 | These Check Printing and Mailing Terms are in Addition to and Separate from the Lob Service Terms These Check Printing and Mailing 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 Lob at https://www.lob.com/ (the “Lob Platform”). | — | Removed |
| 15805 | The Lob Platform is governed by Lob’s General Terms available at https://www.lob.com/legal and Privacy Policy available at https://www.lob.com/legal . | — | Removed |
| 15806 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Lob Platform (the “Platforms”). | — | Removed |
| 15807 | Customer acknowledges that, under these Check Printing and Mailing Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15808 | Where any provision governing the Gusto Platform conflicts with any provision governing the Lob Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Check Printing and Mailing Customer Agreement. 3. | — | Removed |
| 15809 | Gusto’s Provision of the Check Printing and Mailing Service is Governed by the Check Printing and Mailing Customer Agreement Subject to the terms and conditions of the Check Printing and Mailing Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Check Printing and Mailing Service, through its partnership with Lob, in accordance with the Check Printing and Mailing Customer Agreement. 4. | — | Removed |
| 15810 | Obligations Under the Gusto Terms In addition to the obligations specified in these Check Printing and Mailing 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 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. | — | Removed |
| 15811 | Check Printing and Mailing Service Provided that Customer meets Customer’s obligations and complies with the terms of the Check Printing and Mailing Customer Agreement, Gusto will provide Customer with the Check Printing and Mailing Service. | — | Removed |
| 15812 | The Check Printing and Mailing Service shall be limited to (i) allowing Customer to submit necessary payment information and request on the Gusto Platform that certain checks be printed and mailed to Customer’s employees or independent contractors (the “Printed and Mailed Payments”); (ii) authorizing the transfer of the submitted payment information to Lob through an API integration with Gusto; (iii) printing and mailing of paper checks by Lob on the Lob Platform; and (iv) delivering of such Printed and Mailed Payments through a certified mail service provided by the United States Postal Service (the “USPS”). | — | Removed |
| 15813 | Customer acknowledges that Lob, and not Gusto, will print and mail the requested Printed and Mailed Payments for certified delivery through the USPS. | — | Removed |
| 15814 | Customer understands that the Check Printing and Mailing Service enables Customer to print and deliver paychecks, and as such, it is not a bill payment service. | — | Removed |
| 15815 | Customer further understands that the Check Printing and Mailing Service is not available for certain payroll types offered on the Gusto Platform, including but not limited to, backdated payrolls, wage correction payrolls, external payrolls, Boss payrolls via the BOSS tool, reversal payrolls, auto-pilot payrolls, tax reconciliation payrolls, and disability insurance distribution payrolls. | — | Removed |
| 15816 | Customer acknowledges and agrees Customer will be unable to modify, reverse, or cancel any Printed and Mailed Payments after 4pm (Pacific Time) on the business day on which the Printed and Mailed Payment is submitted on the Gusto Platform. | — | Removed |
| 15817 | As such, Customer should carefully review all information and amounts before submitting any Printed and Mailed Payments. | — | Removed |
| 15818 | Customer understands that if Customer must modify, reverse, or cancel a Printed and Mailed Payment after the such time, Customer shall work directly with Customer’s payee or Customer’s bank to appropriately address such situation including taking actions such as requesting Customer’s bank stop payment on the specific payment. | — | Removed |
| 15819 | Customer is solely responsible for taking such actions and paying any stop payment fees. 6. | — | Removed |
| 15820 | Necessary Information Sharing with Gusto’s Third Party Partners To use the Check Printing and Mailing Service, Customer will be required to input and share certain information with Gusto, including but not limited to Customer’s address and bank account information, authorized signatory full name, payee full name and mailing address, and payment amount (the “Customer Information”). | — | Removed |
| 15821 | Customer Information necessarily includes certain personally identifiable information. | — | Removed |
| 15822 | As part of the Check Mailing and Mailing Service, Customer authorizes (i) Gusto to share Customer Information with Lob and (ii) Gusto to receive and use Customer Information from Lob. | — | Removed |
| 15823 | This authorization will remain in effect until Customer notifies us that Customer wishes to revoke this authorization, which may affect Customer’s ability to use the Check Printing and Mailing Service. | — | Removed |
| 15824 | Customer is encouraged to read and review Gusto’s and Lob’s Privacy Policies as referenced in Section 2 of this Agreement for further details about how Customer Information is used, collected, and disclosed. 7. | — | Removed |
| 15825 | Compliance with Laws Customer shall comply with any and all laws, rules, or regulations applicable to the Check Printing and Mailing Service (collectively, the “Applicable Laws”). | — | Removed |
| 15826 | Customer acknowledges and agrees that Customer is solely responsible for Customer’s obligations under Applicable Laws. | — | Removed |
| 15827 | Any use of the Check Printing and Mailing Service in contradiction of this Section 7 constitutes a violation of the Check Printing and Mailing Customer Agreement and may result in Customer’s suspension or termination from the Check Printing and Mailing Service. | — | Removed |
| 15828 | Customer acknowledges and agrees that Gusto shall not provide legal or other compliance-related advice to Customer and/or Customer’s Administrator(s) regarding its use of the Check Printing and Mailing Service. | — | Removed |
| 15829 | Any information that Gusto provides in connection with the Check Printing and Mailing Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 15830 | Gusto highly recommends that Customer consult with legal counsel regarding Customer’s use of the Check Printing and Mailing Service. 8. | — | Removed |
| 15831 | Service Fees and Charges As part of the Check Printing and Mailing Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 15832 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time); in addition to (ii) the “Check Printing and Mailing Service Fees” in an amount starting at $1.50 per check requested by Customer using the Check Printing and Mailing Service. | — | Removed |
| 15833 | Customer acknowledges and understands that (a) the Check Printing and Mailing Service Fees may increase from time to time; and (b) the Check Printing and Mailing Fee listed on the Gusto Platform at the time Customer requests such check shall apply. | — | Removed |
| 15834 | Customer authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Check Printing and Mailing Service Fees as they become payable during the Term (as defined in Section 10 herein). 9. | — | Removed |
| 15835 | Modifications Because the Check Printing and Mailing Service is still under development, Gusto may change or discontinue all or any part of the Check Printing and Mailing Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 15836 | Gusto may also modify, amend, or restate the Check Printing and Mailing Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 15837 | If Gusto does so, Gusto shall let Customer know either by posting the modified Check Printing and Mailing Customer Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 15838 | If Customer does not agree to be bound by the modified Check Printing and Mailing Customer Agreement, then Customer may not continue to use the Check Printing and Mailing Service. 10. | — | Removed |
| 15839 | Term and Termination The Check Printing and Mailing Customer Agreement will commence on the later to occur of (i) Customer acknowledging and agreeing to the Check Printing and Mailing Customer Agreement and (ii) Gusto making the Check Printing and Mailing Service available to Customer, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the Check Printing and Mailing Service and (b) termination of the Check Printing and Mailing Customer Agreement by Gusto or Customer in accordance with Section 11 (the “Term”). 11. | — | Removed |
| 15840 | Termination Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s access to the Gusto Platform or the Check Printing and Mailing Service; (iii) block Customer’s ability to use any particular feature of the Check Printing and Mailing Service; or (iv) terminate the Check Printing and Mailing Service and the Check Printing and Mailing Customer Agreement, in each case with or without notice to Customer, in the event that: (a) Gusto has reason to suspect that Customer may be in violation of the Check Printing and Mailing Customer Agreement or any Applicable Laws; (b) Gusto determines that Customer’s actions are likely to cause legal liability for or negative impact to Gusto; or (c) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities. 12. | — | Removed |
| 15841 | 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, lost, stolen, delayed, or misrouted mail, acts of hackers, acts of internet or mail service providers, acts of any other third party, or acts or omissions of Customer. | — | Removed |
| 15842 | 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. | — | Removed |
| 15843 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 15844 | Lost, Delayed, or Misrouted Checks In the event that any Printed and Mailed Payments are lost, delayed, misrouted, or otherwise not received by the payee in the time estimated at submission, Customer should contact Gusto directly at [email protected] for assistance in resolving the issue. 14. | — | Removed |
| 15845 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the Check Printing and Mailing Service; (ii) any information obtained from or through the Check Printing and Mailing Service; (iii) any delayed, lost, or misrouted mail due to the actions of Customer, Lob, the USPS or other third parties, which are beyond the control of Gusto (as explained in Sections 12 and 13 herein); (iv) Customer’s reliance upon the information presented within the Check Printing and Mailing Service; (v) the cost of substitute services arising out of or in connection with the Check Printing and Mailing Customer Agreement or from the inability to use the Gusto Platform; (vi) Customer’s failure to properly follow any Gusto’s or Lob’s instructions with respect to the Check Printing and Mailing Service; or (vii) any interruption in the Check Printing and Mailing Serviceor other error or violation of applicable law as a result of Customer’s failure to fulfill its obligations under the Check Printing and Mailing Customer Agreement. | — | Removed |
| 15846 | 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. | — | Removed |
| 15847 | Recovery of the above amount is the sole and exclusive remedy. | — | Removed |
| 15848 | Effective April 28th 2021 to October 26th 2023 Download Table of Contents Gusto Check Printing and Mailing Customer Agreement These Gusto Check Printing and Mailing Terms (the “ Check Printing and Mailing Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”), the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”), and the Lob.com, Inc. | — | Removed |
| 15849 | Services Agreement available at https://www.lob.com/legal (the “ Lob Service Terms ”) (collectively, the “ Check Printing and Mailing Customer Agreement ”) , set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“ Gusto ”) at https://gusto.com (the “ Gusto Platform ”), agrees to provide customers (each, a “ Customer ”) with the ability to pay eligible employees or independent contractors via checks printed and mailed by Gusto’s check printing and mailing partner, Lob.com, Inc. | — | Removed |
| 15850 | (“ Lob ”), a Delaware corporation, via the Gusto Platform (the “ Check Printing and Mailing Service ”). | — | Removed |
| 15851 | These Check Printing and Mailing Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15852 | Capitalized terms used but not otherwise defined in these Check Printing and Mailing Terms have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms, or the Lob Service Terms, as applicable. | — | Removed |
| 15853 | The Check Printing and Mailing Customer Agreement is a legally binding agreement between Customer and Gusto. | — | Removed |
| 15854 | The individual agreeing to these Check Printing and Mailing Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the Check Printing and Mailing Customer Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15855 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Check Printing and Mailing Customer Agreement. | — | Removed |
| 15856 | By (i) checking the box presented with these Check Printing and Mailing Terms or (ii) accessing or using the Check Printing and Mailing Service, effective as of the date of such action, Customer agrees to be bound by the Check Printing and Mailing Customer Agreement. 1. | — | Removed |
| 15857 | These Check Printing and Mailing 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 relating to the Payroll Service, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein. | — | Removed |
| 15858 | If the terms and conditions of these Check Printing and Mailing 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 your use of the Check Printing and Mailing Service directly on the Gusto Platform will be as follows: the terms and conditions of these Check Printing and Mailing Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 15859 | 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 CHECK PRINTING AND MAILING SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15860 | These Check Printing and Mailing Terms are in Addition to and Separate from the Lob Service Terms These Check Printing and Mailing 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 Lob at https://www.lob.com/ (the “ Lob Platform ”). | — | Removed |
| 15861 | The Lob Platform is governed by Lob’s General Terms available at https://www.lob.com/legal and Privacy Policy available at https://www.lob.com/legal . | — | Removed |
| 15862 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Lob Platform (the “ Platforms ”). | — | Removed |
| 15863 | Customer acknowledges that, under these Check Printing and Mailing Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15864 | Where any provision governing the Gusto Platform conflicts with any provision governing the Lob Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Check Printing and Mailing Customer Agreement. 3. | — | Removed |
| 15865 | Gusto’s Provision of the Check Printing and Mailing Service is Governed by the Check Printing and Mailing Customer Agreement Subject to the terms and conditions of the Check Printing and Mailing Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Check Printing and Mailing Service, through its partnership with Lob, in accordance with the Check Printing and Mailing Customer Agreement. 4. | — | Removed |
| 15866 | Obligations Under the Gusto Terms In addition to the obligations specified in these Check Printing and Mailing 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 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. | — | Removed |
| 15867 | Check Printing and Mailing Service Provided that Customer meets Customer’s obligations and complies with the terms of the Check Printing and Mailing Customer Agreement, Gusto will provide Customer with the Check Printing and Mailing Service. | — | Removed |
| 15868 | The Check Printing and Mailing Service shall be limited to (i) allowing Customer to submit necessary payment information and request on the Gusto Platform that certain checks be printed and mailed to Customer’s employees or independent contractors (the “ Printed and Mailed Payments ”); (ii) authorizing the transfer of the submitted payment information to Lob through an API integration with Gusto; (iii) printing and mailing of paper checks by Lob on the Lob Platform; and (iv) delivering of such Printed and Mailed Payments through a certified mail service provided by the United States Postal Service (the “ USPS ”). | — | Removed |
| 15869 | Customer acknowledges that Lob, and not Gusto, will print and mail the requested Printed and Mailed Payments for certified delivery through the USPS. | — | Removed |
| 15870 | Customer understands that the Check Printing and Mailing Service enables Customer to print and deliver paychecks, and as such, it is not a bill payment service. | — | Removed |
| 15871 | Customer further understands that the Check Printing and Mailing Service is not available for certain payroll types offered on the Gusto Platform, including but not limited to, backdated payrolls, wage correction payrolls, external payrolls, Boss payrolls via the BOSS tool, reversal payrolls, auto-pilot payrolls, tax reconciliation payrolls, and disability insurance distribution payrolls. | — | Removed |
| 15872 | Customer acknowledges and agrees Customer will be unable to modify, reverse, or cancel any Printed and Mailed Payments after 4pm (Pacific Time) on the business day on which the Printed and Mailed Payment is submitted on the Gusto Platform. | — | Removed |
| 15873 | As such, Customer should carefully review all information and amounts before submitting any Printed and Mailed Payments. | — | Removed |
| 15874 | Customer understands that if Customer must modify, reverse, or cancel a Printed and Mailed Payment after the such time, Customer shall work directly with Customer’s payee or Customer’s bank to appropriately address such situation including taking actions such as requesting Customer’s bank stop payment on the specific payment. | — | Removed |
| 15875 | Customer is solely responsible for taking such actions and paying any stop payment fees. 6. | — | Removed |
| 15876 | Necessary Information Sharing with Gusto’s Third Party Partners To use the Check Printing and Mailing Service, Customer will be required to input and share certain information with Gusto, including but not limited to Customer’s address and bank account information, authorized signatory full name, payee full name and mailing address, and payment amount (the “ Customer Information ”) . | — | Removed |
| 15877 | Customer Information necessarily includes certain personally identifiable information. | — | Removed |
| 15878 | As part of the Check Mailing and Mailing Service, Customer authorizes (i) Gusto to share Customer Information with Lob and (ii) Gusto to receive and use Customer Information from Lob. | — | Removed |
| 15879 | This authorization will remain in effect until Customer notifies us that Customer wishes to revoke this authorization, which may affect Customer’s ability to use the Check Printing and Mailing Service. | — | Removed |
| 15880 | Customer is encouraged to read and review Gusto’s and Lob’s Privacy Policies as referenced in Section 2 of this Agreement for further details about how Customer Information is used, collected, and disclosed. 7. | — | Removed |
| 15881 | Compliance with Laws Customer shall comply with any and all laws, rules, or regulations applicable to the Check Printing and Mailing Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 15882 | Customer acknowledges and agrees that Customer is solely responsible for Customer’s obligations under Applicable Laws. | — | Removed |
| 15883 | Any use of the Check Printing and Mailing Service in contradiction of this Section 7 constitutes a violation of the Check Printing and Mailing Customer Agreement and may result in Customer’s suspension or termination from the Check Printing and Mailing Service. | — | Removed |
| 15884 | Customer acknowledges and agrees that Gusto shall not provide legal or other compliance-related advice to Customer and/or Customer’s Administrator(s) regarding its use of the Check Printing and Mailing Service. | — | Removed |
| 15885 | Any information that Gusto provides in connection with the Check Printing and Mailing Service is for informational purposes only and should not be construed by Customer as legal, tax, or accounting advice. | — | Removed |
| 15886 | Gusto highly recommends that Customer consult with legal counsel regarding Customer’s use of the Check Printing and Mailing Service. 8. | — | Removed |
| 15887 | Service Fees and Charges As part of the Check Printing and Mailing Service, Gusto will invoice and debit Customer on a monthly basis. | — | Removed |
| 15888 | Customer agrees to pay Gusto (i) in accordance with the plan pricing listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time); in addition to (ii) the “ Check Printing and Mailing Service Fees ” in an amount starting at $1.50 per check requested by Customer using the Check Printing and Mailing Service. | — | Removed |
| 15889 | Customer acknowledges and understands that (a) the Check Printing and Mailing Service Fees may increase from time to time; and (b) the Check Printing and Mailing Fee listed on the Gusto Platform at the time Customer requests such check shall apply. | — | Removed |
| 15890 | Customer authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Check Printing and Mailing Service Fees as they become payable during the Term (as defined in Section 10 herein). 9. | — | Removed |
| 15891 | Modifications Because the Check Printing and Mailing Service is still under development, Gusto may change or discontinue all or any part of the Check Printing and Mailing Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 15892 | Gusto may also modify, amend, or restate the Check Printing and Mailing Customer Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 15893 | If Gusto does so, Gusto shall let Customer know either by posting the modified Check Printing and Mailing Customer Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 15894 | If Customer does not agree to be bound by the modified Check Printing and Mailing Customer Agreement, then Customer may not continue to use the Check Printing and Mailing Service. 10. | — | Removed |
| 15895 | Term and Termination The Check Printing and Mailing Customer Agreement will commence on the later to occur of (i) Customer acknowledging and agreeing to the Check Printing and Mailing Customer Agreement and (ii) Gusto making the Check Printing and Mailing Service available to Customer, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the Check Printing and Mailing Service and (b) termination of the Check Printing and Mailing Customer Agreement by Gusto or Customer in accordance with Section 11 (the “ Term ”). 11. | — | Removed |
| 15896 | Termination Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s access to the Gusto Platform or the Check Printing and Mailing Service; (iii) block Customer’s ability to use any particular feature of the Check Printing and Mailing Service; or (iv) terminate the Check Printing and Mailing Service and the Check Printing and Mailing Customer Agreement, in each case with or without notice to Customer, in the event that: (a) Gusto has reason to suspect that Customer may be in violation of the Check Printing and Mailing Customer Agreement or any Applicable Laws; (b) Gusto determines that Customer’s actions are likely to cause legal liability for or negative impact to Gusto; or (c) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities. 12. | — | Removed |
| 15897 | 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, lost, stolen, delayed, or misrouted mail, acts of hackers, acts of internet or mail service providers, acts of any other third party, or acts or omissions of Customer. | — | Removed |
| 15898 | 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. | — | Removed |
| 15899 | Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13. | — | Removed |
| 15900 | Lost, Delayed, or Misrouted Checks In the event that any Printed and Mailed Payments are lost, delayed, misrouted, or otherwise not received by the payee in the time estimated at submission, Customer should contact Gusto directly at [email protected] for assistance in resolving the issue. 14. | — | Removed |
| 15901 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the Check Printing and Mailing Service; (ii) any information obtained from or through the Check Printing and Mailing Service; (iii) any delayed, lost, or misrouted mail due to the actions of Customer, Lob, the USPS or other third parties, which are beyond the control of Gusto (as explained in Sections 11 and 12 herein); (iv) Customer’s reliance upon the information presented within the Check Printing and Mailing Service; (v) the cost of substitute services arising out of or in connection with the Check Printing and Mailing Customer Agreement or from the inability to use the Gusto Platform; (vi) Customer’s failure to properly follow any Gusto’s or Lob’s instructions with respect to the Check Printing and Mailing Service; or (vii) any interruption in the Check Printing and Mailing Service or other error or violation of applicable law as a result of Customer’s failure to fulfill its obligations under the Check Printing and Mailing Customer Agreement. | — | Removed |
| 15902 | 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. | — | Removed |
| 15903 | Recovery of the above amount is the sole and exclusive remedy. | — | Removed |
| 15904 | Learning Management System Terms of Service Version Version 2.0 (Current) Version 1.4 Version 1.3 Version 1.2 Version 1.1 Version 1.0 Effective November 15th 2024 Download Table of Contents Last updated May 24, 2022 These Gusto Learning Management System Terms (the “ LMS Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “ EasyLlama Terms ”) (collectively, the “ LMS Agreement ”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to request, assign, and track completion of e-learning courses (“ Courses ”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 15905 | (“ EasyLlama ”), via the Gusto Platform (the “ LMS Service ”). | — | Removed |
| 15906 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15907 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15908 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 15909 | The individual agreeing to these LMS Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15910 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 15911 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 15912 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 15913 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 15914 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 15915 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15916 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “ EasyLlama Platform ”). | — | Removed |
| 15917 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 15918 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 15919 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15920 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 15921 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in our Acceptable Use Policy. 4. | — | Removed |
| 15922 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 15923 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “ Course Order ”) and assign Courses to Customer’s employees (“ Assignees ”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 15924 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 15925 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 15926 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 15927 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 15928 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 15929 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 15930 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 15931 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 15932 | Customer is encouraged to consult an attorney or HR professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 15933 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 15934 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms (Services Fees and Charges), and as part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website. | — | Removed |
| 15935 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 15936 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 15937 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 15938 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 15939 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. | — | Removed |
| 15940 | Effective March 20th 2024 to November 15th 2024 Download Table of Contents Last updated May 24, 2022 These Gusto Learning Management System Terms (the “ LMS Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “ EasyLlama Terms ”) (collectively, the “ LMS Agreement ”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “ Customer ”) with the opportunity to request, assign, and track completion of e-learning courses (“ Courses ”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 15941 | (“ EasyLlama ”), via the Gusto Platform (the “ LMS Service ”). | — | Removed |
| 15942 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15943 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15944 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 15945 | The individual agreeing to these LMS Terms on behalf of Customer (the “ Authorized Signatory ”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15946 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 15947 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 15948 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 15949 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 15950 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 15951 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15952 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “ Gusto Privacy Policy ”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “ EasyLlama Platform ”). | — | Removed |
| 15953 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 15954 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 15955 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15956 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 15957 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in our Acceptable Use Policy. 4. | — | Removed |
| 15958 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 15959 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “ Course Order ”) and assign Courses to Customer’s employees (“ Assignees ”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 15960 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 15961 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 15962 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 15963 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 15964 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 15965 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 15966 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 15967 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 15968 | Customer is encouraged to consult an attorney or HR professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 15969 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 15970 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms (Services Fees and Charges), and as part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website. | — | Removed |
| 15971 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 15972 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 15973 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 15974 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 15975 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. | — | Removed |
| 15976 | Effective October 13th 2023 to March 20th 2024 Download Table of Contents Gusto Learning Management System Terms of Service These Gusto Learning Management System Terms (the “LMS Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “EasyLlama Terms”) (collectively, the “LMS Agreement”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “Customer”) with the opportunity to request, assign, and track completion of e-learning courses (“Courses”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 15977 | (“EasyLlama”), via the Gusto Platform (the “LMS Service”). | — | Removed |
| 15978 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 15979 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 15980 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 15981 | The individual agreeing to these LMS Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 15982 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 15983 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 15984 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 15985 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 15986 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 15987 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 15988 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “EasyLlama Platform”). | — | Removed |
| 15989 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 15990 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 15991 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 15992 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 15993 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 15994 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 15995 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “Course Order”) and assign Courses to Customer’s employees (“Assignees”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 15996 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 15997 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 15998 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 15999 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 16000 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 16001 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 16002 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 16003 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 16004 | Customer is encouraged to consult an attorney or HR professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 16005 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 16006 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms ("Services Fees and Charges"), and a s part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website . | — | Removed |
| 16007 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 16008 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 16009 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 16010 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 16011 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. | — | Removed |
| 16012 | Effective June 8th 2022 to October 13th 2023 Download Table of Contents Gusto Learning Management System Terms of Service These Gusto Learning Management System Terms (the “LMS Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “EasyLlama Terms”) (collectively, the “LMS Agreement”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “Customer”) with the opportunity to request, assign, and track completion of e-learning courses (“Courses”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 16013 | (“EasyLlama”), via the Gusto Platform (the “LMS Service”). | — | Removed |
| 16014 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 16015 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 16016 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 16017 | The individual agreeing to these LMS Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 16018 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 16019 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 16020 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 16021 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 16022 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 16023 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 16024 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “EasyLlama Platform”). | — | Removed |
| 16025 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 16026 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 16027 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 16028 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 16029 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 16030 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 16031 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “Course Order”) and assign Courses to Customer’s employees (“Assignees”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 16032 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 16033 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 16034 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 16035 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 16036 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 16037 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 16038 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 16039 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 16040 | Customer is encouraged to consult an attorney or HR professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 16041 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 16042 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms ("Services Fees and Charges"), and a s part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website . | — | Removed |
| 16043 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 16044 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 16045 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 16046 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 16047 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. | — | Removed |
| 16048 | Effective June 1st 2022 to June 8th 2022 Download Table of Contents Gusto Learning Management System Terms of Service These Gusto Learning Management System Terms (the “LMS Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”) and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “EasyLlama Terms”) (collectively, the “LMS Agreement”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “Customer”) with the opportunity to request, assign, and track completion of e-learning courses (“Courses”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 16049 | (“EasyLlama”), via the Gusto Platform (the “LMS Service”). | — | Removed |
| 16050 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 16051 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 16052 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 16053 | The individual agreeing to these LMS Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 16054 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 16055 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 16056 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 16057 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 16058 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 16059 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 16060 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “EasyLlama Platform”). | — | Removed |
| 16061 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 16062 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 16063 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 16064 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 16065 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 16066 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 16067 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “Course Order”) and assign Courses to Customer’s employees (“Assignees”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 16068 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 16069 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 16070 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 16071 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 16072 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 16073 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 16074 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 16075 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 16076 | Customer is encouraged to consult an attorney or HR professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 16077 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 16078 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms ("Services Fees and Charges"), and a s part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website . | — | Removed |
| 16079 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 16080 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 16081 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 16082 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 16083 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. | — | Removed |
| 16084 | Effective May 24th 2022 to June 1st 2022 Download Table of Contents Gusto Learning Management System Terms of Service These Gusto Learning Management System Terms (the “LMS Terms”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the "Payroll Terms") and the EasyLlama Terms of Service available at https://www.easyllama.com/terms (the “EasyLlama Terms”) (collectively, the “LMS Agreement”), set forth the terms and conditions under which Gusto agrees to provide eligible customers (each, a “Customer”) with the opportunity to request, assign, and track completion of e-learning courses (“Courses”) developed and provided by Gusto’s LMS partner, EasyLlama, Inc. | — | Removed |
| 16085 | (“EasyLlama”), via the Gusto Platform (the “LMS Service”). | — | Removed |
| 16086 | These LMS Terms are “Service Terms” under the Gusto Terms. | — | Removed |
| 16087 | Capitalized terms used but not otherwise defined in these LMS Terms have the meanings ascribed to such terms in the Gusto Terms. | — | Removed |
| 16088 | The LMS Agreement is a legally binding agreement between Gusto and Customer. | — | Removed |
| 16089 | The individual agreeing to these LMS Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the LMS Agreement carefully and to save a copy of it for Customer’s records. | — | Removed |
| 16090 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the LMS Agreement. | — | Removed |
| 16091 | By (i) checking the box presented with these LMS Terms, or (ii) accessing or using the LMS Service, effective as of the date of such action, Customer agrees to be bound by the LMS Agreement. 1. | — | Removed |
| 16092 | These LMS Terms are Part of and Governed by the Gusto Terms The terms and conditions of the Gusto Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities relating to the Services, are incorporated herein by reference. | — | Removed |
| 16093 | Customer acknowledges and agrees that the representations, warranties, agreements, covenants, disclaimers, limitations on liability, and indemnities contained in the Gusto Terms will remain in full force and effect to the full extent provided therein. | — | Removed |
| 16094 | If the terms and conditions of these LMS Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these LMS Terms shall control with respect to the LMS Service. | — | Removed |
| 16095 | 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 LMS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 16096 | These LMS Terms are in Addition to and Separate from the EasyLlama Terms These LMS Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customers’ access to the LMS Service through the Gusto Platform and are in addition to and separate from any terms governing services rendered by EasyLlama via https://www.EasyLlama.com/ (the “EasyLlama Platform”). | — | Removed |
| 16097 | The EasyLlama Platform is governed by the EasyLlama Terms of Service, available at https://www.EasyLlama.com/legal/terms, and EasyLlama’s Privacy Policy, available at https://www.EasyLlama.com/privacy. | — | Removed |
| 16098 | Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the EasyLlama Platform. | — | Removed |
| 16099 | Customer acknowledges that, under these LMS Terms, the policies and terms of both of the Platforms govern and may be inconsistent. | — | Removed |
| 16100 | Where any provision governing the Gusto Platform conflicts with any provision governing the EasyLlama Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the LMS Agreement. 3. | — | Removed |
| 16101 | Obligations Under the Gusto Terms In addition to the obligations specified in these LMS Terms, Customers have certain obligations under the Gusto Terms, including but not limited to, to (i) designate an Account Administrator; (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto provides with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (v) refrain from taking prohibited actions as described in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. | — | Removed |
| 16102 | LMS Service Provided that Customer meets its obligations and complies with the terms of the LMS Agreement, Gusto will provide Customer with the LMS Service. | — | Removed |
| 16103 | The LMS Service shall include (i) the ability for Customer to submit an order for EasyLlama’s Courses (each, a “Course Order”) and assign Courses to Customer’s employees (“Assignees”) through the Gusto Platform; (ii) the ability for Customer to track Assignee progress through Courses; (iii) the ability for Customer to access and view certificates of Course completion for Assignees in Customer’s Gusto Account. | — | Removed |
| 16104 | Gusto reserves the right to modify, add, or discontinue any features of the LMS Service, or the LMS Service in its entirety, with or without notice. | — | Removed |
| 16105 | Customer is solely responsible for identifying Assignees for each Course. | — | Removed |
| 16106 | Customer is solely responsible for ensuring the accuracy and completeness of information about Assignees for use in the LMS Service. | — | Removed |
| 16107 | Such information may include, but is not limited to, whether Assignees are employees or supervisors. 5. | — | Removed |
| 16108 | No Legal or Professional Advice The Gusto and EasyLlama Platforms, Services, products, websites, and features (including, without limitation the LMS Service and Courses) are not intended to provide legal or other professional advice. | — | Removed |
| 16109 | Federal and state laws are updated on an ongoing basis and Customer is solely responsible for ensuring compliance with any state or federal training requirements. | — | Removed |
| 16110 | Neither the Gusto or EasyLlama Platforms, Services, products, websites, or features (including the LMS Service and Courses) should be construed as, or used as a substitute for, the advice of legal counsel. | — | Removed |
| 16111 | The content provided in the Courses has been developed and provided by EasyLlama and Gusto disclaims any responsibility for such content. | — | Removed |
| 16112 | Customer is encouraged to consult an attorney or human resources professional to review what trainings or laws apply to Customer. 6. | — | Removed |
| 16113 | No Guarantee of Results or Outcome Without limiting the scope of Section 18 of the Gusto Terms (Warranty Disclaimers), Gusto does not guarantee or warrant any results or outcome with respect to the LMS Service, Courses, and/or any content provided through the Gusto Platform. 7. | — | Removed |
| 16114 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms ("Services Fees and Charges"), and as part of the LMS Service, Gusto will invoice Customer for any and all fees that Customer has incurred and/or agrees to pay in connection with Customer’s Course orders and/or Course Assignees (the “LMS Service Fees”) as listed in the LMS Service or on Gusto's website. | — | Removed |
| 16115 | Gusto reserves the right to modify the LMS Service Fees at any time in Gusto’s sole discretion. | — | Removed |
| 16116 | Customer further authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all LMS Services Fees as they become payable during the Term. | — | Removed |
| 16117 | Customer also agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the LMS Service that any federal, state, or local governments may impose. | — | Removed |
| 16118 | Any such taxes will be included on Customer’s monthly invoice. 8. | — | Removed |
| 16119 | Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the LMS Service; (ii) any information obtained from or relied upon as a result of the LMS Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the LMS Service; or (iv) Customer’s violation of applicable laws, rules, or regulations arising out of or in connection with the LMS Service. 401(k) Automation Terms of Service Version Version 2.3 (Current) Version 2.2 Version 2.1 Version 2.0 Version 1.0 Effective May 29th 2024 Download Table of Contents These updated terms will take effect on June 13, 2024, or on the date you accept them in your Gusto account, whichever is earliest. | — | Removed |
| 16120 | Your continued use of the 401(k) Automation Service after June 13, 2024 will constitute your acceptance of these updated terms. | — | Removed |
| 16121 | Last Updated: May 29, 2024 These 401(k) Automation Terms of Service (the “ 401(k) Automation Terms ”), together with the Gusto Employer Terms of Service Agreement available at https://gusto.com/legal/terms (the “ Gusto Employer Terms ”) and the Payroll Service Terms available at https://gusto.com/legal/terms/payroll (the “ Payroll Terms ”) (collectively, the “ 401(k) Automation Agreement ”) contain the terms and conditions under which Gusto provides eligible Employers (each, a “ Customer ”) with the ability to transfer certain information from their Employer Account to their 401(k) Plan Account (as defined below) and vice versa using Pay(k)onnect LLC’s (“ Pay(k)onnect ”) data transfer functionality, made available through the Platform (“ 401(k) Automation Service ”). | — | Removed |
| 16122 | These 401(k) Automation Terms are “Additional Terms” under the Gusto Employer Terms. | — | Removed |
| 16123 | Capitalized terms used but not defined in these 401(k) Automation Terms have the meanings ascribed to them in the Gusto Employer Terms and/or the Payroll Terms, as applicable. | — | Removed |
| 16124 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the 401(k) Automation Service through Gusto Pro, the 401(k) Automation Agreement and the Gusto Accountant Terms of Service govern your access to and use of the 401(k) Automation Service on behalf of your client(s), each of which is a Customer. | — | Removed |
| 16125 | In the event of a conflict between the 401(k) Automation Agreement and the Gusto Accountant Terms of Service, the 401(k) Automation Agreement will control with respect to the 401(k) Automation Service. | — | Removed |
| 16126 | THE GUSTO EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AS WELL AS INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY AND WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S DUTY TO MITIGATE DAMAGES. 1. 401(k) Automation Service Subject to Customer’s compliance with the 401(k) Automation Agreement, Gusto will provide Customer with the 401(k) Automation Service as described below. | — | Removed |
| 16127 | A. 401(k) Automation Service Functionality & Limitations The 401(k) Automation Service will enable Customer to transfer Payroll Information from Customer’s Employer Account to Customer’s 401(k) Plan Account (or vice versa) via Pay(k)onnect’s automated and/or cloud-based data transfer services. | — | Removed |
| 16128 | Payroll Information that has been transferred from the Employer Account constitutes “Shared Employer Data” as defined in the Gusto Employer Terms. | — | Removed |
| 16129 | Customer is solely responsible for the accuracy of Payroll Information, including the accuracy and compliance of any calculated contributions or deductions, as further described in Section 5 of the Payroll Terms. | — | Removed |
| 16130 | Customer assumes full and sole responsibility for use of the 401(k) Automation Service to meet Customer’s intended purposes and comply with Customer’s legal obligations. | — | Removed |
| 16131 | B. | — | Removed |
| 16132 | Eligibility To use the 401(k) Automation Service, Customer must (i) offer 401(k) retirement benefits through one of the providers listed at https://gusto.com/product/Automation/pay-k-onnect (each an “ Eligible Plan Provider ”) (ii) have access to the Eligible Plan Provider account through which Customer manages the 401(k) retirement benefits plan (“ 401(k) Plan Account ”), and (iii) complete all required steps or processes that may be requested by Customer's Eligible Plan Provider in order to facilitate the transfer of Payroll Information from Customer's Employer Account to Customer's 401(k) Plan Account via the 401(k) Automation Service. | — | Removed |
| 16133 | Gusto is not responsible for identifying, assisting with, or complying with any such processes or requirements from Eligible Plan Providers. | — | Removed |
| 16134 | From time to time, Gusto may facilitate certain process requirements from Customer’s Eligible Plan Provider but Gusto is not required to do so, nor is Gusto responsible for any results of Customer’s use of such facilitation. | — | Removed |
| 16135 | C. | — | Removed |
| 16136 | Eligible Plan Provider Requirements Eligible Plan Providers may prevent, or may impose additional requirements upon Customer in order to complete, the transfer of Payroll Information to and/or from Customer’s 401(k) Plan Account. | — | Removed |
| 16137 | Gusto is not responsible for identifying, communicating, or complying with any such requirements on Customer’s behalf. | — | Removed |
| 16138 | Gusto is not responsible for any action or inaction taken by Eligible Plan Providers. | — | Removed |
| 16139 | D. | — | Removed |
| 16140 | Responsibility for Compliance with Legal Requirements Customer is solely responsible for ensuring Customer’s compliance with applicable legal requirements, including Customer’s fiduciary responsibilities as plan sponsor (as applicable). | — | Removed |
| 16141 | Such requirements and responsibilities may include, but are not limited to, Customer’s obligation to ensure that Customer’s 401(k) retirement plan is administered in accordance with Customer’s 401(k) retirement plan documents and requirements (as applicable). | — | Removed |
| 16142 | E. | — | Removed |
| 16143 | Responsibility to Ensure Receipt of Information Customer is solely responsible for ensuring the receipt of any data or information transferred from their Employer Account to their 401(k) Plan Account or Eligible Plan Provider via the 401(k) Automation Service. | — | Removed |
| 16144 | In the event that Customer determines that any information transferred via the 401(k) Automation Service was not received by Customer’s Eligible Plan Provider, Customer must promptly notify the Eligible Plan Provider. | — | Removed |
| 16145 | Customer must also notify Gusto at [email protected] . 2. | — | Removed |
| 16146 | Service Fees and Charges Customer agrees to pay the Service Fee for the 401(k) Automation Services as listed in Customer’s Employer Account. 3. | — | Removed |
| 16147 | No Fiduciary Relationship; No Investment Advice Gusto is not a fiduciary of any 401(k) plan within the meaning of ERISA § 3(21), 29 U.S.C. § 1002(21), or otherwise. | — | Removed |
| 16148 | The 401(k) Automation Service does not contain and will not enable Customer to receive investment advice or investment management services from Gusto, or Gusto’s agents or representatives, of any kind in any capacity. | — | Removed |
| 16149 | No statement made by a Gusto employee, agent, or representative will limit or modify this section. | — | Removed |
| 16150 | Gusto recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the 401(k) Automation Service. 4. | — | Removed |
| 16151 | Privacy By using the 401(k) Automation Service, Customer authorizes Gusto to share certain personal information, including Payroll Information, with Pay(k)onnect in order for Pay(k)onnect to transfer such information to Customer’s 401(k) Plan Account. | — | Removed |
| 16152 | Pay(k)onnect maintains its own Privacy Policy that governs how Pay(k)onnect collects, uses, and discloses information from Customers. | — | Removed |
| 16153 | Gusto is not responsible for Pay(k)onnect’s or Eligible Plan Providers’ handling of Shared Employer Data. 5. | — | Removed |
| 16154 | Disclaimers; Third Party Services The 401(k) Automation Service relies on third-party technology and services such as application programming interfaces, Pay(k)onnect’s middleware and flat file transfer technologies as well as their supporting hardware infrastructure, the technology systems used by Eligible Plan Providers, and others. | — | Removed |
| 16155 | Any change to the products or services offered by any of these third parties may materially and adversely affect, or entirely disable, Customer’s use of or access to the 401(k) Automation Service. | — | Removed |
| 16156 | Gusto is not responsible for any operational or procedural requirements that may be imposed upon Customer by Eligible Plan Providers in relation to the 401(k) Automation Service. | — | Removed |
| 16157 | Effective May 29th 2024 to May 30th 2024 Download Table of Contents These updated terms will take effect on June 12, 2024, or on the date you accept them in your Gusto account, whichever is earliest. | — | Removed |
| 16158 | Your continued use of the 401(k) Automation Service after June 12, 2024 will constitute your acceptance of these updated terms. | — | Removed |
| 16159 | Last Updated: May 15, 2024 These 401(k) Automation Terms of Service (the “ 401(k) Automation Terms ”), together with the Gusto Employer Terms of Service Agreement available at https://gusto.com/legal/terms (the “ Gusto Employer Terms ”) and the Payroll Service Terms available at https://gusto.com/legal/terms/payroll (the “ Payroll Terms ”) (collectively, the “ 401(k) Automation Agreement ”) contain the terms and conditions under which Gusto provides eligible Employers (each, a “ Customer ”) with the ability to transfer certain information from their Employer Account to their 401(k) Plan Account (as defined below) and vice versa using Pay(k)onnect LLC’s (“ Pay(k)onnect ”) data transfer functionality, made available through the Platform (“ 401(k) Automation Service ”). | — | Removed |
| 16160 | These 401(k) Automation Terms are “Additional Terms” under the Gusto Employer Terms. | — | Removed |
| 16161 | Capitalized terms used but not defined in these 401(k) Automation Terms have the meanings ascribed to them in the Gusto Employer Terms and/or the Payroll Terms, as applicable. | — | Removed |
| 16162 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the 401(k) Automation Service through Gusto Pro, the 401(k) Automation Agreement and the Gusto Accountant Terms of Service govern your access to and use of the 401(k) Automation Service on behalf of your client(s), each of which is a Customer. | — | Removed |
| 16163 | In the event of a conflict between the 401(k) Automation Agreement and the Gusto Accountant Terms of Service, the 401(k) Automation Agreement will control with respect to the 401(k) Automation Service. | — | Removed |
| 16164 | THE GUSTO EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AS WELL AS INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY AND WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S DUTY TO MITIGATE DAMAGES. 1. 401(k) Automation Service Subject to Customer’s compliance with the 401(k) Automation Agreement, Gusto will provide Customer with the 401(k) Automation Service as described below. | — | Removed |
| 16165 | A. 401(k) Automation Service Functionality & Limitations The 401(k) Automation Service will enable Customer to transfer Payroll Information from Customer’s Employer Account to Customer’s 401(k) Plan Account (or vice versa) via Pay(k)onnect’s automated and/or cloud-based data transfer services. | — | Removed |
| 16166 | Payroll Information that has been transferred from the Employer Account constitutes “Shared Employer Data” as defined in the Gusto Employer Terms. | — | Removed |
| 16167 | Customer is solely responsible for the accuracy of Payroll Information, including the accuracy and compliance of any calculated contributions or deductions, as further described in Section 5 of the Payroll Terms. | — | Removed |
| 16168 | Customer assumes full and sole responsibility for use of the 401(k) Automation Service to meet Customer’s intended purposes and comply with Customer’s legal obligations. | — | Removed |
| 16169 | B. | — | Removed |
| 16170 | Eligibility To use the 401(k) Automation Service, Customer must (i) offer 401(k) retirement benefits through one of the providers listed at https://gusto.com/product/Automation/pay-k-onnect (each an “ Eligible Plan Provider ”) (ii) have access to the Eligible Plan Provider account through which Customer manages the 401(k) retirement benefits plan (“ 401(k) Plan Account ”), and (iii) complete all required steps or processes that may be requested by Customer's Eligible Plan Provider in order to facilitate the transfer of Payroll Information from Customer's Employer Account to Customer's 401(k) Plan Account via the 401(k) Automation Service. | — | Removed |
| 16171 | Gusto is not responsible for identifying, assisting with, or complying with any such processes or requirements from Eligible Plan Providers. | — | Removed |
| 16172 | From time to time, Gusto may facilitate certain process requirements from Customer’s Eligible Plan Provider but Gusto is not required to do so, nor is Gusto responsible for any results of Customer’s use of such facilitation. | — | Removed |
| 16173 | C. | — | Removed |
| 16174 | Eligible Plan Provider Requirements Eligible Plan Providers may prevent, or may impose additional requirements upon Customer in order to complete, the transfer of Payroll Information to and/or from Customer’s 401(k) Plan Account. | — | Removed |
| 16175 | Gusto is not responsible for identifying, communicating, or complying with any such requirements on Customer’s behalf. | — | Removed |
| 16176 | Gusto is not responsible for any action or inaction taken by Eligible Plan Providers. | — | Removed |
| 16177 | D. | — | Removed |
| 16178 | Responsibility for Compliance with Legal Requirements Customer is solely responsible for ensuring Customer’s compliance with applicable legal requirements, including Customer’s fiduciary responsibilities as plan sponsor (as applicable). | — | Removed |
| 16179 | Such requirements and responsibilities may include, but are not limited to, Customer’s obligation to ensure that Customer’s 401(k) retirement plan is administered in accordance with Customer’s 401(k) retirement plan documents and requirements (as applicable). | — | Removed |
| 16180 | E. | — | Removed |
| 16181 | Responsibility to Ensure Receipt of Information Customer is solely responsible for ensuring the receipt of any data or information transferred from their Employer Account to their 401(k) Plan Account or Eligible Plan Provider via the 401(k) Automation Service. | — | Removed |
| 16182 | In the event that Customer determines that any information transferred via the 401(k) Automation Service was not received by Customer’s Eligible Plan Provider, Customer must promptly notify the Eligible Plan Provider. | — | Removed |
| 16183 | Customer must also notify Gusto at [email protected] . 2. | — | Removed |
| 16184 | Service Fees and Charges Customer agrees to pay the Service Fee for the 401(k) Automation Services as listed in Customer’s Employer Account. 3. | — | Removed |
| 16185 | No Fiduciary Relationship; No Investment Advice Gusto is not a fiduciary of any 401(k) plan within the meaning of ERISA § 3(21), 29 U.S.C. § 1002(21), or otherwise. | — | Removed |
| 16186 | The 401(k) Automation Service does not contain and will not enable Customer to receive investment advice or investment management services from Gusto, or Gusto’s agents or representatives, of any kind in any capacity. | — | Removed |
| 16187 | No statement made by a Gusto employee, agent, or representative will limit or modify this section. | — | Removed |
| 16188 | Gusto recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the 401(k) Automation Service. 4. | — | Removed |
| 16189 | Privacy By using the 401(k) Automation Service, Customer authorizes Gusto to share certain personal information, including Payroll Information, with Pay(k)onnect in order for Pay(k)onnect to transfer such information to Customer’s 401(k) Plan Account. | — | Removed |
| 16190 | Pay(k)onnect maintains its own Privacy Policy that governs how Pay(k)onnect collects, uses, and discloses information from Customers. | — | Removed |
| 16191 | Gusto is not responsible for Pay(k)onnect’s or Eligible Plan Providers’ handling of Shared Employer Data. 5. | — | Removed |
| 16192 | Disclaimers; Third Party Services The 401(k) Automation Service relies on third-party technology and services such as application programming interfaces, Pay(k)onnect’s middleware and flat file transfer technologies as well as their supporting hardware infrastructure, the technology systems used by Eligible Plan Providers, and others. | — | Removed |
| 16193 | Any change to the products or services offered by any of these third parties may materially and adversely affect, or entirely disable, Customer’s use of or access to the 401(k) Automation Service. | — | Removed |
| 16194 | Gusto is not responsible for any operational or procedural requirements that may be imposed upon Customer by Eligible Plan Providers in relation to the 401(k) Automation Service. | — | Removed |
| 16195 | Effective May 14th 2024 to May 29th 2024 Download Table of Contents These updated terms will take effect on June 1, 2024, or on the date you accept them in your Gusto account, whichever is earliest. | — | Removed |
| 16196 | Your continued use of the 401(k) Automation Service after June 1, 2024 will constitute your acceptance of these updated terms. | — | Removed |
| 16197 | Last Updated: May 15, 2024 These 401(k) Automation Terms of Service (the “ 401(k) Automation Terms ”), together with the Gusto Employer Terms of Service Agreement available at https://gusto.com/legal/terms (the “ Gusto Employer Terms ”) and the Payroll Service Terms available at https://gusto.com/legal/terms/payroll (the “ Payroll Terms ”) (collectively, the “ 401(k) Automation Agreement ”) contain the terms and conditions under which Gusto provides eligible Employers (each, a “ Customer ”) with the ability to transfer certain information from their Employer Account to their 401(k) Plan Account (as defined below) and vice versa using Pay(k)onnect LLC’s (“ Pay(k)onnect ”) data transfer functionality, made available through the Platform (“ 401(k) Automation Service ”). | — | Removed |
| 16198 | These 401(k) Automation Terms are “Additional Terms” under the Gusto Employer Terms. | — | Removed |
| 16199 | Capitalized terms used but not defined in these 401(k) Automation Terms have the meanings ascribed to them in the Gusto Employer Terms and/or the Payroll Terms, as applicable. | — | Removed |
| 16200 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the 401(k) Automation Service through Gusto Pro, the 401(k) Automation Agreement and the Gusto Accountant Terms of Service govern your access to and use of the 401(k) Automation Service on behalf of your client(s), each of which is a Customer. | — | Removed |
| 16201 | In the event of a conflict between the 401(k) Automation Agreement and the Gusto Accountant Terms of Service, the 401(k) Automation Agreement will control with respect to the 401(k) Automation Service. | — | Removed |
| 16202 | THE GUSTO EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AS WELL AS INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY AND WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S DUTY TO MITIGATE DAMAGES. 1. 401(k) Automation Service Subject to Customer’s compliance with the 401(k) Automation Agreement, Gusto will provide Customer with the 401(k) Automation Service as described below. | — | Removed |
| 16203 | A. 401(k) Automation Service Functionality & Limitations The 401(k) Automation Service will enable Customer to transfer Payroll Information from Customer’s Employer Account to Customer’s 401(k) Plan Account (or vice versa) via Pay(k)onnect’s automated and/or cloud-based data transfer services. | — | Removed |
| 16204 | Payroll Information that has been transferred from the Employer Account constitutes “Shared Employer Data” as defined in the Gusto Employer Terms. | — | Removed |
| 16205 | Customer is solely responsible for the accuracy of Payroll Information, including the accuracy and compliance of any calculated contributions or deductions, as further described in Section 5 of the Payroll Terms. | — | Removed |
| 16206 | Customer assumes full and sole responsibility for use of the 401(k) Automation Service to meet Customer’s intended purposes and comply with Customer’s legal obligations. | — | Removed |
| 16207 | B. | — | Removed |
| 16208 | Eligibility To use the 401(k) Automation Service, Customer must (i) offer 401(k) retirement benefits through one of the providers listed at https://gusto.com/product/Automation/pay-k-onnect (each an “ Eligible Plan Provider ”) (ii) have access to the Eligible Plan Provider account through which Customer manages the 401(k) retirement benefits plan (“ 401(k) Plan Account ”), and (iii) complete all required steps or processes that may be requested by Customer's Eligible Plan Provider in order to facilitate the transfer of Payroll Information from Customer's Employer Account to Customer's 401(k) Plan Account via the 401(k) Automation Service. | — | Removed |
| 16209 | Gusto is not responsible for identifying, assisting with, or complying with any such processes or requirements from Eligible Plan Providers. | — | Removed |
| 16210 | From time to time, Gusto may facilitate certain process requirements from Customer’s Eligible Plan Provider but Gusto is not required to do so, nor is Gusto responsible for any results of Customer’s use of such facilitation. | — | Removed |
| 16211 | C. | — | Removed |
| 16212 | Eligible Plan Provider Requirements Eligible Plan Providers may prevent, or may impose additional requirements upon Customer in order to complete, the transfer of Payroll Information to and/or from Customer’s 401(k) Plan Account. | — | Removed |
| 16213 | Gusto is not responsible for identifying, communicating, or complying with any such requirements on Customer’s behalf. | — | Removed |
| 16214 | Gusto is not responsible for any action or inaction taken by Eligible Plan Providers. | — | Removed |
| 16215 | D. | — | Removed |
| 16216 | Responsibility for Compliance with Legal Requirements Customer is solely responsible for ensuring Customer’s compliance with applicable legal requirements, including Customer’s fiduciary responsibilities as plan sponsor (as applicable). | — | Removed |
| 16217 | Such requirements and responsibilities may include, but are not limited to, Customer’s obligation to ensure that Customer’s 401(k) retirement plan is administered in accordance with Customer’s 401(k) retirement plan documents and requirements (as applicable). | — | Removed |
| 16218 | E. | — | Removed |
| 16219 | Responsibility to Ensure Receipt of Information Customer is solely responsible for ensuring the receipt of any data or information transferred from their Employer Account to their 401(k) Plan Account or Eligible Plan Provider via the 401(k) Automation Service. | — | Removed |
| 16220 | In the event that Customer determines that any information transferred via the 401(k) Automation Service was not received by Customer’s Eligible Plan Provider, Customer must promptly notify the Eligible Plan Provider. | — | Removed |
| 16221 | Customer must also notify Gusto at [email protected] . 2. | — | Removed |
| 16222 | Service Fees and Charges Customer agrees to pay the Service Fee for the 401(k) Automation Services as listed in Customer’s Employer Account. 3. | — | Removed |
| 16223 | No Fiduciary Relationship; No Investment Advice Gusto is not a fiduciary of any 401(k) plan within the meaning of ERISA § 3(21), 29 U.S.C. § 1002(21), or otherwise. | — | Removed |
| 16224 | The 401(k) Automation Service does not contain and will not enable Customer to receive investment advice or investment management services from Gusto, or Gusto’s agents or representatives, of any kind in any capacity. | — | Removed |
| 16225 | No statement made by a Gusto employee, agent, or representative will limit or modify this section. | — | Removed |
| 16226 | Gusto recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the 401(k) Automation Service. 4. | — | Removed |
| 16227 | Privacy By using the 401(k) Automation Service, Customer authorizes Gusto to share certain personal information, including Payroll Information, with Pay(k)onnect in order for Pay(k)onnect to transfer such information to Customer’s 401(k) Plan Account. | — | Removed |
| 16228 | Pay(k)onnect maintains its own Privacy Policy that governs how Pay(k)onnect collects, uses, and discloses information from Customers. | — | Removed |
| 16229 | Gusto is not responsible for Pay(k)onnect’s or Eligible Plan Providers’ handling of Shared Employer Data. 5. | — | Removed |
| 16230 | Disclaimers; Third Party Services The 401(k) Automation Service relies on third-party technology and services such as application programming interfaces, Pay(k)onnect’s middleware and flat file transfer technologies as well as their supporting hardware infrastructure, the technology systems used by Eligible Plan Providers, and others. | — | Removed |
| 16231 | Any change to the products or services offered by any of these third parties may materially and adversely affect, or entirely disable, Customer’s use of or access to the 401(k) Automation Service. | — | Removed |
| 16232 | Gusto is not responsible for any operational or procedural requirements that may be imposed upon Customer by Eligible Plan Providers in relation to the 401(k) Automation Service. | — | Removed |
| 16233 | Effective May 1st 2024 to May 14th 2024 Download Table of Contents These updated terms will take effect on May 23, 2024, or on the date you accept them in your Gusto account, whichever is earliest. | — | Removed |
| 16234 | Your continued use of the 401(k) Automation Service after May 23, 2024 will constitute your acceptance of these updated terms. | — | Removed |
| 16235 | Last Updated: May 2, 2024 These 401(k) Automation Terms of Service (the “ 401(k) Automation Terms ”), together with the Gusto Employer Terms of Service Agreement available at https://gusto.com/legal/terms (the “ Gusto Employer Terms ”) and the Payroll Service Terms available at https://gusto.com/legal/terms/payroll (the “ Payroll Terms ”) (collectively, the “ 401(k) Automation Agreement ”) contain the terms and conditions under which Gusto provides eligible Employers (each, a “ Customer ”) with the ability to transfer certain information from their Employer Account to their 401(k) Plan Account (as defined below) and vice versa using Pay(k)onnect LLC’s (“ Pay(k)onnect ”) data transfer functionality made available through the Platform (“ 401(k) Automation Service ”). | — | Removed |
| 16236 | These 401(k) Automation Terms are “Additional Terms” under the Gusto Employer Terms. | — | Removed |
| 16237 | Capitalized terms used but not defined in these 401(k) Automation Terms have the meanings ascribed to them in the Gusto Employer Terms and/or the Payroll Terms, as applicable. | — | Removed |
| 16238 | To the extent any 401(k) Automation Terms conflict with the terms of the Gusto Employer Terms or the Payroll Terms, the 401(k) Automation Terms will control with respect to the 401(k) Automation Service, followed by the Payroll Terms and, lastly, by the Gusto Employer Terms. | — | Removed |
| 16239 | If you are an accountant or bookkeeper or other third party representative managing your client’s use of the 401(k) Automation Service through Gusto Pro, the 401(k) Automation Agreement and the Gusto Accountant Terms of Service govern your access to and use of the 401(k) Automation Service on behalf of your client(s), each of which is a Customer. | — | Removed |
| 16240 | By enrolling in, accessing or using the 401(k) Automation Service, effective as of the date of such action, the individual performing such action represents (i) that they are authorized to bind Customer to the 401(k) Automation Agreement and (ii) that Customer agrees to be bound by the 401(k) Automation Agreement. | — | Removed |
| 16241 | THE GUSTO EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE AS WELL AS INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY AND WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S DUTY TO MITIGATE DAMAGES. 1. 401(k) Automation Service Subject to Customer’s compliance with the 401(k) Automation Agreement, Gusto will use commercially reasonable efforts to provide Customer with the 401(k) Automation Service as described below. | — | Removed |
| 16242 | A. | — | Removed |
| 16243 | Eligibility To use the 401(k) Automation Service, Customers must (i) offer 401(k) retirement benefits through one of the providers listed at https://gusto.com/product/Automation/pay-k-onnect (each an “ Eligible Plan Provider ”) (ii) have access to the Eligible Plan Provider account through which Customer manages the 401(k) retirement benefits plan (“ 401(k) Plan Account ”), and (iii) complete all required steps or processes that may be requested by Gusto or by Customer's Eligible Plan Provider in order to facilitate the transfer of Payroll Information from Customer's Employer Account to Customer's 401(k) Plan Account via the 401(k) Automation Service. | — | Removed |
| 16244 | Customer understands that Gusto is not responsible for identifying, assisting with, or complying with any such applicable processes or requirements from Customer’s Eligible Plan Provider and that such responsibilities fall solely to Customer. | — | Removed |
| 16245 | From time to time, Gusto may facilitate certain process requirements from Customer’s Eligible Plan Provider but Gusto is not required to do so, nor is Gusto responsible for any results arising from Customer’s use of such facilitation. | — | Removed |
| 16246 | B. 401(k) Automation Service Functionality & Limitations The 401(k) Automation Service will enable Customer to transfer Payroll Information from Customer’s Employer Account to their 401(k) Plan Account (or vice versa) via Pay(k)onnect’s automated and/or cloud-based middleware services. | — | Removed |
| 16247 | Customer understands and agrees that Payroll Information that has been transferred from the Employer Account via the 401(k) Automation Service constitutes “Shared Employer Data” as defined in the Gusto Employer Terms. | — | Removed |
| 16248 | Customer is solely responsible for the accuracy of Payroll Information, including the accuracy and compliance of any calculated contributions or deductions, as further described in Section 5 of the Payroll Terms. | — | Removed |
| 16249 | Customer assumes full and sole responsibility for use of the 401(k) Automation Service to meet Customer’s intended purposes and comply with Customer’s legal obligations. | — | Removed |
| 16250 | C. | — | Removed |
| 16251 | Eligible Plan Providers Eligible Plan Providers may prevent, or may impose additional requirements upon Customer in order to complete, the transfer of Payroll Information to and/or from Customer’s 401(k) Plan Account and Gusto is not responsible for identifying, communicating, or complying with any such requirements on Customer’s behalf. | — | Removed |
| 16252 | Eligible Plan Providers may prohibit or otherwise restrict Customer's ability to use the 401(k) Automation Service to automate the transfer of Payroll Information to the Customer 401(k) Plan Account. | — | Removed |
| 16253 | Customer understands and agrees that Customer is solely responsible for the relationship with Customer's Eligible Plan Provider(s). | — | Removed |
| 16254 | D. | — | Removed |
| 16255 | Responsibility for Compliance with Legal Requirements Customer is solely responsible for ensuring Customer’s compliance with applicable legal requirements, including Customer’s fiduciary responsibilities as plan sponsor (as applicable). | — | Removed |
| 16256 | Such requirements and responsibilities may include, but are not limited to, Customer’s obligation to ensure that Customer’s 401(k) retirement plan is administered in accordance with Customer’s 401(k) retirement plan documents and requirements (as applicable). | — | Removed |
| 16257 | E. | — | Removed |
| 16258 | Responsibility to Ensure Receipt of Information Customer is solely responsible for ensuring the receipt of any data or information transferred from their Employer Account to their 401(k) Plan Account or Eligible Plan Provider via the 401(k) Automation Service. | — | Removed |
| 16259 | In the event that Customer determines that any information transferred via the 401(k) Automation Service was not received by Customer’s Eligible Plan Provider or in Customer’s 401(k) Plan Account, Customer must promptly notify Eligible Plan Provider and inform Gusto of the same via email at [email protected] . 2. | — | Removed |
| 16260 | Service Fees and Charges Customer agrees to pay the Service Fee for the 401(k) Automation Services as listed in Customer’s Employer Account. 3. | — | Removed |
| 16261 | No Fiduciary Relationship; No Investment Advice Gusto is not a fiduciary of any 401(k) plan within the meaning of ERISA § 3(21), 29 U.S.C. § 1002(21), or otherwise. | — | Removed |
| 16262 | The 401(k) Automation Service does not contain and will not enable Customer to receive investment advice or investment management services from Gusto, or Gusto’s agents or representatives, of any kind in any capacity. | — | Removed |
| 16263 | No statement made by a Gusto employee, agent, or representative will limit or modify this section. | — | Removed |
| 16264 | Gusto recommends that Customer consult with a legal counsel or tax expert prior to Customer’s use of the 401(k) Automation Service. 4. | — | Removed |
| 16265 | Privacy By using the 401(k) Automation Service, Customer authorizes Gusto to share certain personal information, including Payroll Information, with Pay(k)onnect in order for Pay(k)onnect to transfer such information to Customer’s 401(k) Plan Account. | — | Removed |
| 16266 | Pay(k)onnect maintains its own Privacy Policy that governs how Pay(k)onnect collects, uses, and discloses information from Customers. | — | Removed |
| 16267 | Gusto is not responsible for Pay(k)onnect’s or Eligible Plan Providers’ handling of Shared Employer Data. 5. | — | Removed |
| 16268 | Gusto Is Not Responsible for Things Gusto Cannot Control The 401(k) Automation Service relies on third-party technology and services such as application programming interfaces, Pay(k)onnect’s middleware and flat file transfer technologies as well as their supporting hardware infrastructure, the technology systems used by Eligible Plan Providers, and others. | — | Removed |
| 16269 | Any change to the products or services offered by any of these third parties may materially and adversely affect, or entirely disable, Customer’s use of or access to the 401(k) Automation Service. | — | Removed |
| 16270 | Gusto is not responsible for any operational or procedural requirements that may be imposed upon Customer by Eligible Plan Providers in relation to the 401(k) Automation Service. | — | Removed |
| 16271 | Effective January 21st 2022 to May 1st 2024 Download Table of Contents 401(k) Integrations Pilot Terms of Service Last Updated: January 20, 2022 These 401(k) Integrations Pilot Terms of Service (the “ 401(k) Pilot Terms ”), together with the Gusto Terms of Service Agreement available at https://gusto.com/about/terms (the “ Gusto Terms ”) and the Gusto Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “ Payroll Terms ”) (collectively, the “ 401(k) Integrations Pilot Agreement ”), set forth the terms and conditions under which Gusto, Inc. | — | Removed |
| 16272 | (“ Gusto ”) agrees to provide eligible customers (each, a “ Pilot Customer ”) with the opportunity to transfer certain information from their Gusto Account to their 401(k) Plan Account (as defined below) and vice versa using Pay(k)onnect LLC’s (“ Pay(k)onnect ”) middleware service through the Gusto Platform (“ 401(k) Integrations Pilot Service ”). | — | Removed |
| 16273 | These 401(k) Pilot Terms are “Terms of Service” under the Gusto Terms. | — | Removed |
| 16274 | Capitalized terms used but not otherwise defined in these 401(k) Pilot Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. | — | Removed |
| 16275 | The 401(k) Integrations Pilot Agreement is a legally binding agreement between Gusto and the Pilot Customer. | — | Removed |
| 16276 | The individual agreeing to these 401(k) Pilot Terms on behalf of Pilot Customer (the “ Authorized Signatory ”) are encouraged to read the 401(k) Integrations Pilot Agreement carefully and to save a copy of it for their records. | — | Removed |
| 16277 | The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Pilot Customer to the 401(k) Integrations Pilot Agreement. | — | Removed |
| 16278 | By (i) checking the box presented with these 401(k) Pilot Terms, or (ii) transferring information from Pilot Customer’s Gusto Account to Pilot Customer's 401(k) Plan Account using the Pay(k)onnect Service, effective as of the date of such action, Pilot Customer agrees to be bound by the 401(k) Integrations Pilot Agreement. 1. | — | Removed |
| 16279 | These 401(k) Pilot 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, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference. | — | Removed |
| 16280 | Pilot Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall apply to Pilot Customer’s use of the 401(k) Integrations Pilot Service in full force and effect. | — | Removed |
| 16281 | If the terms and conditions of these 401(k) Pilot 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 Pilot Customer’s use of the 401(k) Integrations Pilot Service will be as follows: the terms and conditions of these 401(k) Pilot Terms, followed by the terms and conditions of the Payroll Terms, and lastly, followed by the terms and conditions of the Gusto Terms. | — | Removed |
| 16282 | THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, PILOT CUSTOMER’S INDEMNIFICATION OBLIGATIONS, PILOT CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE 401(K) INTEGRATIONS PILOT SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2. | — | Removed |
| 16283 | Gusto’s Provision of the 401(k) Integrations Pilot Service is Governed by the 401(k) Integrations Pilot Agreement Subject to the terms and conditions of the 401(k) Integrations Pilot Agreement, Gusto agrees to use commercially reasonable efforts to provide Pilot Customers with the 401(k) Integrations Pilot Service in accordance with the 401(k) Integrations Pilot Agreement. | — | Removed |
| 16284 | The 401(k) Integrations Pilot Service is limited to enabling customers to automate the transfer of relevant payroll data from their Gusto Account to their 401(k) Plan Account (as defined below). | — | Removed |
| 16285 | Gusto is not a fiduciary of any 401(k) plan within the meaning of ERISA § 3(21), 29 U.S.C. § 1002(21), or otherwise. | — | Removed |
| 16286 | The 401(k) Integrations Pilot Service does not contain and will not enable Pilot Customer to receive investment advice or investment management services from Gusto of any kind in any capacity. | — | Removed |
| 16287 | Pilot Customer acknowledges that Gusto is not providing investment advice to Pilot Customer or any of Pilot Customer’s employees, agents, contractors, representatives, plan participants, beneficiaries, or fiduciaries, and Gusto will not recommend or suggest any investment advice or any investment management services to anyone in any capacity through the 401(k) Integrations Pilot Service. 3. | — | Removed |
| 16288 | Obligations Under the Gusto Terms In addition to the obligations specified in these 401(k) Pilot Terms, Pilot Customers have certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Pilot Customer’s Account; (iii) follow instructions Gusto provides to Pilot Customer with respect to the Services; (iv) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the 401(k) Integrations Pilot Service; (v) take reasonable steps to adequately secure and keep confidential any Account passwords or credentials and any information accessible via Pilot Customer’s Account, 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 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 4. 401(k) Integrations Pilot Service Provided that Pilot Customer (a) meets the eligibility criteria below and (b) meets their obligations and complies with the terms of the 401(k) Integrations Pilot Agreement, Gusto will provide Pilot Customer with the 401(k) Integrations Pilot Service. | — | Removed |
| 16289 | Pilot Customers must offer their employees 401(k) retirement benefits through the following 401(k) plan providers in order to be eligible for the 401(k) Integrations Pilot Service: Fidelity, Vanguard (using Ascensus as the recordkeeper), and Transamerica (each an “ Eligible Plan Provider ” and collectively, “ Eligible Plan Providers ”). | — | Removed |
| 16290 | Pilot Customer must have access to the Eligible Plan Provider account through which Pilot Customer manages Pilot Customer’s 401(k) retirement benefits plan (“ 401(k) Plan Account ”) in order to use the 401(k) Integrations Pilot Service. | — | Removed |
| 16291 | Pilot Customer must complete all required steps or processes that may be requested by Pilot Customer's Eligible Plan Provider in order to facilitate the transfer of information from Pilot Customer's Gusto Account to Pilot Customer's 401(k) Plan Account via the 401(k) Integrations Pilot Service and Pilot Customer understands that Pilot Customer is solely responsible for identifying and complying with any such applicable processes or requirements. | — | Removed |
| 16292 | The 401(k) Integrations Pilot Service shall be limited to (i) allowing Pilot Customer to transfer information from their Gusto Account to their 401(k) Plan Account via Pay(k)onnect; and (ii) enabling Pilot Customer to transfer information from Pilot Customer’s Gusto Account to Pilot Customer’s 401(k) Plan Account and/or to Pilot Customer’s Eligible Plan Provider (or vice versa) via Pay(k)onnect’s automated and/or cloud-based middleware services. | — | Removed |
| 16293 | Pilot Customer acknowledges and agrees that the transfer of information from Pilot Customer’s Gusto Account to Pilot Customer’s 401(k) Plan Account and/or the transfer of information from Pilot Customer’s 401(k) Plan Account to Pilot Customer’s Gusto Account may not be automated. | — | Removed |
| 16294 | Pilot Customer is solely responsible for verifying and ensuring the accuracy of information transferred to Pilot Customer’s 401(k) Plan Account or to Pilot Customer’s Gusto Account via the 401(k) Integrations Pilot Service. | — | Removed |
| 16295 | It is Pilot Customer’s responsibility to set up, maintain, and otherwise ensure access to Pilot Customer’s 401(k) Plan Account for purposes of enabling the 401(k) Integrations Pilot. | — | Removed |
| 16296 | Gusto is not responsible for any element of the relationships between Pilot Customers and Eligible Plan Providers. | — | Removed |
| 16297 | Pilot Customer understands and agrees that Eligible Plan Providers may impose additional requirements upon Pilot Customer in order to complete the transfer of information to and/or from Pilot Customer’s 401(k) Plan Account and Gusto is not responsible for such requirements or for any action or inaction taken by Eligible Plan Providers. | — | Removed |
| 16298 | In addition to the requirements of Section 8 below, Pilot Customer agrees not to transfer information, data or materials containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs via the 401(k) Integrations Pilot Service. 5. | — | Removed |
| 16299 | Service Fees and Charges In accordance with Section 2 of the Gusto Terms, Gusto shall invoice, and Pilot Customer agrees to pay, a service fee of $40 per month for the 401(k) Integrations Pilot Services (“ 401(k) Integrations Pilot Service Fees ”). | — | Removed |
| 16300 | Gusto reserves the right to update the 401(k) Integrations Pilot Service Fees at any time in its sole discretion. 6. | — | Removed |
| 16301 | Gusto has No Liability for the Accuracy or Completeness of Information Transferred to or from Pilot Customer’s 401(k) Plan Account or Pilot Customer’s Eligible Plan Provider Gusto is not responsible for monitoring, verifying, or otherwise taking any steps to ensure that information transferred from Pilot Customer’s Gusto Account to Pilot Customer’s 401(k) Plan Account via the 401(k) Integrations Pilot Service is received in the Pilot Customer’s 401(k) Plan Account and/or by Pilot Customer’s Eligible Plan Provider. | — | Removed |
| 16302 | Pilot Customer acknowledges that they are solely responsible for ensuring the receipt of any data or information transferred from their Gusto Account to their 401(k) Plan Account or Eligible Plan Provider via the 401(k) Integrations Pilot Service. | — | Removed |
| 16303 | In the event that Pilot Customer verifies that information transferred via the 401(k) Integrations Pilot Service was not received by Pilot Customer’s Eligible Plan Provider or in Pilot Customer’s 401(k) Plan Account, Pilot Customer shall promptly notify Gusto of the same via email at [email protected] . | — | Removed |
| 16304 | Gusto is not responsible for ensuring the accuracy or completeness of information transferred via the 401(k) Integrations Pilot Service. | — | Removed |
| 16305 | Without limiting the scope of Section 3 of these Pilot Terms, Pilot Customer also acknowledges that Pilot Customer is solely responsible for ensuring the accuracy and completeness of information provided to Gusto (including without limitation payroll data, employee contribution information, severance payment information, among other things) in order to perform the Gusto Payroll Service and the 401(k) Integrations Pilot Service. | — | Removed |
| 16306 | Where Pilot Customer fails to ensure the accuracy and completeness of such information Pilot Customer understands and accepts that the information provided to Pilot Customer’s 401(k) Plan Account may also be inaccurate or incomplete, and Pilot Customer shall be solely responsible for such inaccuracies and any claims or penalties arising from such inaccuracies (including, without limitation, IRS penalties and/or interest). | — | Removed |
| 16307 | Pilot Customer acknowledges and agrees that the 401(k) Integrations Pilot Service does not include financial advice, investment advice, investment management advice, accounting advice, or any other professional advice or guidance of any kind. | — | Removed |
| 16308 | Any information that Gusto provides in connection with the 401(k) Integrations Pilot Service is for informational purposes only and should not be construed by Pilot Customer as legal, tax, or accounting advice. | — | Removed |
| 16309 | Gusto recommends that Pilot Customer consult with a legal counsel or tax expert prior to Pilot Customer’s use of the 401(k) Integrations Pilot Service. 7. | — | Removed |
| 16310 | Privacy Pilot Customer acknowledges that Pay(k)onnect maintains its own Privacy Policy that governs how Pay(k)onnect collects, uses, and discloses information from Pilot Customers. | — | Removed |
| 16311 | By using the 401(k) Integrations Pilot Services, Pilot Customer authorizes Gusto to share certain personal information, including payroll information, with Pay(k)onnect in order for Pay(k)onnect to transfer such information to Pilot Customer’s 401(k) Plan Account and Eligible Plan Provider as is necessary for the 401(k) Integrations Pilot Services. | — | Removed |
| 16312 | For more information please see Gusto’s Privacy Policy . | — | Removed |
| 16313 | Gusto is not responsible for the acts or omissions of Pay(k)onnect, Eligible Plan Providers, or any other Third-Party Service, nor is Gusto responsible for Pay(k)onnect’s or Eligible Plan Providers’ policies, practices, or handling of Pilot Customer’s information. 8. | — | Removed |
| 16314 | Compliance with Laws Pilot Customers must comply with any and all laws, rules, or regulations applicable to the 401(k) Integrations Pilot Service (collectively, the “ Applicable Laws ”). | — | Removed |
| 16315 | Pilot Customer agrees not to engage in any fraudulent, deceptive, or illegal financial practices or activities; or use the Services to: directly or indirectly support any such practices or activities; or carry on any unlawful activity knowing that the transaction is designed in whole or in part to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds of specified unlawful activity; or conduct any activity to avoid a transaction reporting requirement under any applicable laws or regulations. | — | Removed |
| 16316 | Pilot Customer further agrees not to use the 401(k) Integrations Pilot Service to transmit any information in violation of applicable laws; or to send or store via the 401(k) Integrations Pilot Service any materials or information that may violate intellectual property rights or other proprietary rights of third parties, or which may have been unlawfully obtained. 9. | — | Removed |
| 16317 | Modifications Because the 401(k) Integrations Pilot Service is still a pilot program and under development, Gusto may change or discontinue all or any part of the 401(k) Integrations Pilot Service at any time, with or without notice, at Gusto’s sole discretion. | — | Removed |
| 16318 | Gusto may also modify, amend, or restate the 401(k) Integrations Pilot Agreement at any time, in Gusto’s sole discretion. | — | Removed |
| 16319 | If Gusto does so, Gusto shall let Pilot Customer know either by posting the modified 401(k) Integrations Pilot Agreement on the Gusto Platform or through other electronic communications. | — | Removed |
| 16320 | It is important that Pilot Customer review and agree to the 401(k) Integrations Pilot Agreement whenever Gusto modifies it because if Pilot Customer continues to use the 401(k) Integrations Pilot Service after Gusto has notified Pilot Customer of the modified Pilot Customer Agreement, Pilot Customer agrees to be bound by the modified 401(k) Integrations Pilot Agreement. | — | Removed |
| 16321 | If Pilot Customer does not agree to be bound by the modified 401(k) Integrations Pilot Agreement, then Pilot Customer may not continue to use the 401(k) Integrations Pilot Service. 10. | — | Removed |
| 16322 | Evaluation and Feedback The purpose of the 401(k) Integrations Pilot Service is the testing and evaluation of the 401(k) Integrations Pilot Service and any accompanying documentation. | — | Removed |
| 16323 | In furtherance of this purpose, Pilot Customer shall provide feedback to Gusto concerning the functionality and performance of the 401(k) Integrations Pilot Service from time to time and as reasonably requested by Gusto, including, without limitation, identifying potential errors and improvements (collectively, the “ Feedback ”). | — | Removed |
| 16324 | Gusto shall 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 Pilot Customer or Pilot Customer’s employees. | — | Removed |
| 16325 | From time to time, Gusto may also request that Pilot Customer provide certain 401(k) plan documentation to Gusto for purposes of testing and verifying functionality of the 401(k) Integrations Pilot Service. | — | Removed |
| 16326 | Pilot Customer shall endeavor to cooperate with Gusto’s requests in good faith in providing such documentation. | — | Removed |
| 16327 | Gusto shall only use such documentation for the purposes of testing the 401(k) Integrations Pilot Service, and Gusto shall take commercially reasonable precautions to ensure that such documentation is stored securely and confidentially. 11. | — | Removed |
| 16328 | Term and Termination The 401(k) Integrations Pilot Agreement will commence when Pilot Customer agrees to the 401(k) Integrations Pilot Agreement, and it will terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of the 401(k) Integrations Pilot Service; (b) Gusto’s termination of the 401(k) Integrations Pilot Service; and (c) termination of the 401(k) Integrations Pilot Agreement by Gusto or Pilot Customer in accordance with this Section 11 (the “ Term ”). | — | Removed |
| 16329 | Gusto reserves the right to suspend or terminate any Pilot Customer from the 401(k) Integrations Pilot Service or the Gusto Services, in accordance with this Section 11 of this 401(k) Integrations Pilot Agreement, to the extent that Pilot Customer utilizes the 401(k) Integrations Pilot Service in a manner that is inconsistent with these 401(k) Pilot Terms. | — | Removed |
| 16330 | Gusto may immediately (i) suspend or restrict Pilot Customer’s Account; (ii) suspend or restrict Pilot Customer’s access to the Gusto Platform or the 401(k) Integrations Pilot Service; (iii) block Pilot Customer’s ability to use any particular feature of the 401(k) Integrations Pilot Service; or (iv) terminate the 401(k) Integrations Pilot Service and the 401(k) Integrations Pilot Agreement, in each case with or without notice to Pilot Customer, in the event that: (i) Gusto has reason to suspect that Pilot Customer may be in violation of the 401(k) Integrations Pilot Agreement or any Applicable Laws; (ii) Gusto determines that Pilot Customer’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Pilot Customer has misrepresented any data or information or that Pilot Customer has engaged in fraudulent or deceptive practices or illegal activities. | — | Removed |
| 16331 | Upon any expiration or termination of the 401(k) Integrations Pilot Agreement, Pilot Customer’s right to access and use the 401(k) Integrations Pilot Service will automatically terminate; provided, however, that Gusto will generally continue to provide Pilot Customer with the Limited Access Rights described in Section 22 (Term; Termination; Suspension) of the Gusto Terms, subject to the terms and conditions therein. 13. | — | Removed |
| 16332 | 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 including Pay(k)onnect, acts or omissions of third-party financial institutions or investment advisors including Eligible Plan 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 Pilot Customer. | — | Removed |
| 16333 | The 401(k) Integrations Pilot Service relies on third-party Eligible Plan Providers and Gusto is not responsible for, and cannot control or guarantee, such Eligible Plan Providers’ operational or procedural requirements that may be imposed upon Pilot Customer in relation to the 401(k) Integrations Pilot Service. | — | Removed |
| 16334 | Without limiting the generality of the foregoing, or Section 18 (Warranty Disclaimers) or Section 26 (Gusto is Not Responsible for Things Gusto Cannot Control) of the Gusto Terms, the 401(k) Integrations Pilot Service relies on third-party technology and services such as application programming interfaces, Pay(k)onnect’s middleware and flat file transfer technologies as well as their supporting hardware infrastructure, the technology systems used by Eligible Plan Providers, and others. | — | Removed |
| 16335 | Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, Pilot Customer’s use of or access to the 401(k) Integrations Pilot Service. | — | Removed |
| 16336 | Gusto bears no responsibility or liability for any third-party hardware or system failures, glitches, operating issues, or other functional problems of any kind that may affect Pilot Customer’s use or access to the 401(k) Integrations Pilot Service. | — | Removed |
| 16337 | Gusto is not a security provider and bears no responsibility for the security of data or information stored, transmitted, or accessed via the 401(k) Integrations Pilot Service. | — | Removed |
| 16338 | Gusto is not responsible in any way for Pilot Customer’s relationship with or access to Eligible Plan Providers or Pilot Customer’s 401(k) Plan Accounts. | — | Removed |
| 16339 | Pilot Customer acknowledges and agrees that in the event Pilot Customer’s 401(k) Plan Account is unavailable or, due to circumstances beyond Gusto’s control, is unable to integrate with, connect to, or otherwise access the 401(k) Integrations Pilot Service, that Pilot Customer will be unable to use the 401(k) Integrations Pilot Service. 14. | — | Removed |
| 16340 | Indemnification Pilot 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) arising out of or in any way connected with Pilot Customer’s access to the 401(k) Integrations Pilot Service; (ii) violation or alleged violation of the 401(k) Integrations Pilot Agreement; (iii) violation or alleged violation of any third-party right, including any right of privacy or publicity; (iv) breach of covenants, representations, or warranties; (v) violation of any law, regulation, or treaty; (vi) negligence, fraudulent activity, or willful misconduct; (vii) failure to follow Gusto’s instructions with respect to the 401(k) Integrations Pilot Service. | — | Removed |
| 16341 | Lastly, Pilot Customer shall indemnify and hold harmless Indemnified Party’s use of or reliance on information or data furnished by Pilot Customer in providing the 401(k) Integrations Pilot Service. 15. | — | Removed |
| 16342 | Limitation of Liability Gusto is not responsible or liable for: (i) Pilot Customer’s use or inability to use the 401(k) Integrations Pilot Service; (ii) any information obtained from or relied upon as a result of the 401(k) Integrations Pilot Service; (iii) any interruption, error, delay, or failure arising out of or in connection with the 401(k) Integrations Pilot Service; (iv) any penalties which may be incurred by Pilot Customer for failure to adhere to local and/or federal tax requirements, including any penalties that may arise due to Pilot Customer’s failure to ensure that payroll information and contribution and/or deduction information (or any applicable information) has been transferred to or from Eligible Plan Providers or for the accuracy or completeness of the same; (v) Pilot Customer’s violation of Applicable Law arising out of or in connection with the 401(k) Integrations Pilot Service; and (vi) the actions or inactions of Eligible Plan Providers or any information or communication made available by Eligible Plan Providers. | — | Removed |
| 16343 | Maximum liability is amounts Pilot Customer has actually paid to Gusto for use of the 401(k) Integrations Pilot Service in the six (6) month period immediately preceding the date of the events that give rise to the applicable claim, up to a maximum of 1,000 USD. | — | Removed |
| 16344 | Recovery of the above amount is the sole and exclusive remedy. 16. | — | Removed |
| 16345 | Warranty Disclaimers Without limiting the scope of Section 18 of the Gusto Terms (“Warranty Disclaimers”), Pilot Customer acknowledges and agrees that Pilot Customer’s use of the 401(k) Integrations Pilot Service is entirely at Pilot Customer’s own risk. | — | Removed |
| 16346 | Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. | — | Removed |
| 16347 | Any information provided by Gusto via the Platform or 401(k) Integrations Pilot Service otherwise is meant for informational purposes only and should not be interpreted as professional advice. | — | Removed |
| 16348 | Pilot Customer should consult a professional that is trained or licensed in the relevant area if Pilot Customer needs such assistance. | — | Removed |
| 16349 | TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW THE 401(K) INTEGRATIONS PILOT SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. | — | Removed |
| 16350 | 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. | — | Removed |
| 16351 | FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE 401(K) INTEGRATIONS PILOT SERVICES. | — | Removed |
| 16352 | GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT (AS DEFINED IN THE GUSTO TERMS) AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. | — | Removed |
| 16353 | GUSTO DOES NOT WARRANT THAT THE 401(K) INTEGRATIONS PILOT SERVICE OR GUSTO CONTENT WILL (I) MEET PILOT CUSTOMER’S OR PILOT CUSTOMER’S EMPLOYEES’ EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. | — | Removed |
| 16354 | If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by Pilot Customer, an employee or independent contractor of Pilot Customer, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be Pilot Customer, an employee or independent contractor of Pilot Customer, an Account Administrator, or an Authorized Representative of Pilot Customer (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. | — | Removed |
| 16355 | Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party such as Pay(k)onnect through the 401(k) Integrations Pilot Service, or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between Pilot Customer and third-party providers of products or services unless otherwise specified in these 401(k) Integration Terms. | — | Removed |
| 16356 | Gusto works with third-party service providers to provide the 401(k) Integrations Pilot Services, and unless otherwise stated in an agreement between Pilot Customer and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to Pilot Customer, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User. | — | Removed |
| 16357 | Gusto AI Assistant Terms of Service Version Version 1.0 (Current) Effective April 18th 2025 Download Table of Contents Last updated April 18, 2025 These Gusto AI Assistant Terms of Service (“ Gus Terms ”), together with the Gusto Employer Terms (available at gusto.com/legal/terms ) (“ Employer Terms ”), and the Payroll Terms (available at gusto.com/legal/terms/payroll ) (“ Payroll Terms ”) (collectively the “ Gusto AI Assistant Agreement ”) set out the terms under which Gusto, Inc. | — | Removed |
| 16358 | (“ Gusto ”) will provide Gusto Users (as defined below) access to Gusto’s artificial intelligence-based chatbot and account assistant, Gus (“ Gus ” or “ Gusto AI Assistant ”) via the Gusto Platform or a third party program. | — | Removed |
| 16359 | In the event of a conflict between the Gus Terms, the Employer Terms, and the Payroll Terms, the Gus Terms will control with respect to the Gusto AI Assistant. | — | Removed |
| 16360 | The Gus Terms are “Additional Terms” as defined in the Employer Terms. | — | Removed |
| 16361 | By accessing or using Gus, or by clicking the applicable button, you represent that you are authorized to bind Employer to this Gusto AI Assistant Agreement and that Employer agrees to its terms. | — | Removed |
| 16362 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 16363 | Gusto AI Assistant Functionality Subject to your compliance with the Gusto AI Assistant Agreement and any instructions Gusto may provide to you, Gusto will use commercially reasonable efforts to enable Gus to perform certain functions at your request or on your behalf, including but not limited to: answering your questions about Gusto’s services, providing information to you about the Employer Account (each such function a “ Skill ”). | — | Removed |
| 16364 | Some Skills are only available to Account Administrators who have enabled Gus from within their Employer Account. | — | Removed |
| 16365 | For more information on enabling Gus in order to access additional Skills, see our Help Center. | — | Removed |
| 16366 | Access to Skills, or certain uses of Skills, may be restricted to certain Account Administrators based on their permissions. | — | Removed |
| 16367 | Gusto may add, modify, or remove Skills at any time without notice. | — | Removed |
| 16368 | Certain skills remain under development and may only be available to limited users on a “beta” or pilot basis. | — | Removed |
| 16369 | Actions taken by Gus at Employer’s request, direction, or otherwise under this Gusto AI Assistant Agreement constitute Authorized Actions as defined in the Employer Terms. 2. | — | Removed |
| 16370 | Inputs & Outputs You may cause information or content to be provided to Gus (collectively such information or content constitute “ Inputs ”) and receive responses or output (“ Outputs ”) from Gus. | — | Removed |
| 16371 | Inputs constitute Employer Data as defined in the Employer Terms. | — | Removed |
| 16372 | Outputs constitute Gusto Content as defined in the Employer Terms. | — | Removed |
| 16373 | Collectively, Inputs and Outputs constitute “ Materials .” By submitting Inputs to the Gusto AI Assistant, you represent and warrant that you have all rights, licenses, and permissions that are necessary for Gusto to process the Inputs under this Gusto AI Assistant Agreement, including (without limitation), to share Materials with others at your direction and to use, process, and share the Materials as described in our Privacy Policy (available at www.gusto.com/privacy). | — | Removed |
| 16374 | Gusto may retain and use Materials, at its sole discretion, to enhance, research and analyze Gusto’s Services, including enhancement and improvement of Gus. | — | Removed |
| 16375 | You also represent and warrant that your submitting Inputs to us will not violate this Gusto AI Assistant Agreement, our Acceptable Use Policy , or any laws or regulations applicable to those Inputs. | — | Removed |
| 16376 | You understand that you have sole responsibility for the accuracy, quality, integrity, and legality of all Inputs, including any personal data included in Inputs, and disclosure of the same. | — | Removed |
| 16377 | Gusto does not guarantee the accuracy of any Output generated by the Gusto AI Assistant. | — | Removed |
| 16378 | Given the probabilistic nature of machine learning and artificial intelligence, use of the Gusto AI Assistant may result in an erroneous or incomplete Output, and Employer should not rely on any Output without independently confirming its accuracy and completeness. | — | Removed |
| 16379 | Outputs may not be unique, and the same or similar Output may be generated for others. | — | Removed |
| 16380 | Outputs may be incomplete, incorrect, reflect out of date information, or reflect information that is not consistent with Gusto’s views. | — | Removed |
| 16381 | Outputs referencing a third party do not constitute an endorsement of that third party or mean that Gusto has a relationship with that third party. | — | Removed |
| 16382 | Employer is solely responsible for Employer’s use of or reliance on Outputs, and agrees not to use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. 3. | — | Removed |
| 16383 | Acceptable Use Employer will at all times comply with Gusto’s Acceptable Use Policy, available at www.gusto.com/legal/terms/acceptable-use . | — | Removed |
| 16384 | You will not, and will not allow, instruct, authorize or induce anyone or anything to (a) be misled that Output is human-generated; (b) include any content that violates any third-party rights in an Input; (c) include in an Input or attempt to generate in an Output any content that (i) expresses or promotes hate, harassment, or violence, (ii) includes information that is illegal, sexual, political, harmful, false, fraudulent, or misleading, (iii) misuses data, or (iv) contains malware, ransomware, viruses, or other harmful software or content; (e) automatically or programmatically extract data or Outputs; or (f) access Gus for purposes of developing a competing product or service. 4. | — | Removed |
| 16385 | Limitations Without limiting Section 17 of the Employer Terms (“No Professional or Legal Advice; No Guaranteed Outcomes”), you understand and agree that the Gusto AI Assistant does not provide, is not intended to provide, and should not be used for, professional advice of any kind, including (without limitation) legal, tax, HR, or medical advice. 5. | — | Removed |
| 16386 | Fees Gusto reserves the right to charge Service Fees for use of the Gusto AI Assistant. 6. | — | Removed |
| 16387 | Privacy Where we process personally identifiable information in the provision of Gusto AI Assistant to you, you acknowledge that Gusto is acting on your behalf and you determine the means and purposes of the processing. | — | Removed |
| 16388 | If you are subject to applicable US state data privacy laws and you are a (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, or (ii) a “controller” and we process “personal data” (as those or similar terms are defined by applicable US state data privacy laws) on your behalf; we will use or process your personal data in accordance with our Employer Data Processing Agreement , which is incorporated herein by reference. 7. | — | Removed |
| 16389 | Modification Gusto reserves the right to change, modify, update, or discontinue the Gusto AI Assistant at any time without notice. | — | Removed |
| 16390 | Gusto may update this Gusto AI Agreement at any time by posting on our website. | — | Removed |
| 16391 | Your continued use of the Gusto AI Assistant following Gusto’s communication of the modified Gusto AI Agreement shall constitute Employer’s acceptance of the modifications. 8. | — | Removed |
| 16392 | Termination Gusto reserves the right to suspend or terminate your access to the Gusto AI Assistant without notice if we believe that you have or are likely to violate applicable law or this Gusto AI Assistant Agreement, including the Acceptable Use Policy, or if your use of Gus could cause harm to Gusto, our users, or any third party. 9. | — | Removed |
| 16393 | Warranty Disclaimer Without limiting Section 20 of the Employer Terms (“Warranty Disclaimers”), you understand and agree as follows: THE GUSTO AI ASSISTANT IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. | — | Removed |
| 16394 | GUSTO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ACCURACY OR COMPLETENESS OF RESULTS, OR LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. | — | Removed |
| 16395 | GUSTO DOES NOT WARRANT THAT THE GUSTO AI ASSISTANT WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE. | — | Removed |
| 16396 | YOU AGREE THAT YOUR USE OF OUTPUTS IS AT YOUR OWN RISK AND YOU AGREE NOT TO RELY ON AN OUTPUT AS YOUR SINGLE SOURCE OF TRUTH, OR AS A SUBSTITUTE FOR QUALIFIED PROFESSIONAL ADVICE. | — | Removed |
| 16397 | NO GUSTO AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS TO THIS WARRANTY. | — | Removed |
| 16398 | 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”). | — | Removed |
| 16399 | 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”). | — | Removed |
| 16400 | 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. | — | Removed |
| 16401 | 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. | — | Removed |
| 16402 | 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. | — | Removed |
| 16403 | 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. | — | Removed |
| 16404 | 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”). | — | Removed |
| 16405 | 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. | — | Removed |
| 16406 | 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. | — | Removed |
| 16407 | 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. | — | Removed |
| 16408 | 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. | — | Removed |
| 16409 | 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. | — | Removed |
| 16410 | Developer shall not misrepresent or mask its identity, or the identity of any Third Party Providers, when accessing or using the Developer Tools. | — | Removed |
| 16411 | 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. | — | Removed |
| 16412 | 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. | — | Removed |
| 16413 | 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. | — | Removed |
| 16414 | 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. | — | Removed |
| 16415 | 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. | — | Removed |
| 16416 | 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. | — | Removed |
| 16417 | 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. | — | Removed |
| 16418 | Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses such information from Developers. 5. | — | Removed |
| 16419 | 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. | — | Removed |
| 16420 | 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”). | — | Removed |
| 16421 | Developer, Developer User Data, Developer’s Application, and the Integration must fully comply with these Developer Terms and all applicable laws, rules, and regulations. | — | Removed |
| 16422 | 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. | — | Removed |
| 16423 | 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. | — | Removed |
| 16424 | 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. | — | Removed |
| 16425 | 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. | — | Removed |
| 16426 | 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. | — | Removed |
| 16427 | Required Security Controls and Reviews Developer’s security controls must conform to any reasonable security standards imposed by Gusto. | — | Removed |
| 16428 | 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. | — | Removed |
| 16429 | 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). | — | Removed |
| 16430 | 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. | — | Removed |
| 16431 | 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. | — | Removed |
| 16432 | 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. | — | Removed |
| 16433 | 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. | — | Removed |
| 16434 | 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. | — | Removed |
| 16435 | 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”). . | — | Removed |
| 16436 | Developer shall be solely responsible for remediating the Security Incident. | — | Removed |
| 16437 | 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. | — | Removed |
| 16438 | Developer shall reimburse Gusto for any costs Gusto incurs as a result of any such Security Incident. 7. | — | Removed |
| 16439 | 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. | — | Removed |
| 16440 | 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. | — | Removed |
| 16441 | 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. | — | Removed |
| 16442 | 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. | — | Removed |
| 16443 | Proprietary Rights Gusto and Developer do not anticipate jointly developing any intellectual property under these Developer Terms. | — | Removed |
| 16444 | Gusto’s Intellectual Property Rights. | — | Removed |
| 16445 | 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. | — | Removed |
| 16446 | 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. | — | Removed |
| 16447 | 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. | — | Removed |
| 16448 | Developer’s Intellectual Property Rights. | — | Removed |
| 16449 | 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. | — | Removed |
| 16450 | Integration Support Developer is solely responsible for any user-facing support of the Integration. 10. | — | Removed |
| 16451 | 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. | — | Removed |
| 16452 | No Warranties; Maintenance and Support of Developer Tools Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools. | — | Removed |
| 16453 | 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. | — | Removed |
| 16454 | 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. | — | Removed |
| 16455 | 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. | — | Removed |
| 16456 | 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. | — | Removed |
| 16457 | 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. | — | Removed |
| 16458 | 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. | — | Removed |
| 16459 | All use of Gusto’s Marks, including any associated goodwill, will inure to the benefit of Gusto. | — | Removed |
| 16460 | Promotional and Marketing Use Developer agrees to display any attribution(s) required by Gusto as set forth in the documentation for the Developer Tools. | — | Removed |
| 16461 | 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. | — | Removed |
| 16462 | Developer shall only use the Gusto Marks in accordance with these Developer Terms. | — | Removed |
| 16463 | In using Gusto’s Marks, Developer must follow Gusto’s brand guidelines as may be updated from time to time. | — | Removed |
| 16464 | 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. | — | Removed |
| 16465 | 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. | — | Removed |
| 16466 | 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. | — | Removed |
| 16467 | 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. | — | Removed |
| 16468 | 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. | — | Removed |
| 16469 | 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. | — | Removed |
| 16470 | 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. | — | Removed |
| 16471 | 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. | — | Removed |
| 16472 | 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. | — | Removed |
| 16473 | 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. | — | Removed |
| 16474 | 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. | — | Removed |
| 16475 | 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. | — | Removed |
| 16476 | 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. | — | Removed |
| 16477 | 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. | — | Removed |
| 16478 | 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. | — | Removed |
| 16479 | 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. | — | Removed |
| 16480 | 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. | — | Removed |
| 16481 | 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. | — | Removed |
| 16482 | 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. | — | Removed |
| 16483 | 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. | — | Removed |
| 16484 | 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. | — | Removed |
| 16485 | 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. | — | Removed |
| 16486 | 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. | — | Removed |
| 16487 | 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. | — | Removed |
| 16488 | 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. | — | Removed |
| 16489 | Changes to the Developer Terms Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion. | — | Removed |
| 16490 | If Gusto does so, Gusto shall post the modified Developer Terms on its website. | — | Removed |
| 16491 | 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. | — | Removed |
| 16492 | If Developer does not agree to be bound by the modified Developer Terms, then Developer may not continue to use the Developer Tools. | — | Removed |
| 16493 | 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. | — | Removed |
| 16494 | 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. | — | Removed |
| 16495 | 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. | — | Removed |
| 16496 | 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. | — | Removed |
| 16497 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Developer and Gusto. | — | Removed |
| 16498 | 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”). | — | Removed |
| 16499 | 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. | — | Removed |
| 16500 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 16501 | 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. | — | Removed |
| 16502 | The award rendered by the arbitrator shall be final and binding upon Developer and Gusto. | — | Removed |
| 16503 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 16504 | Either Gusto or Developer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 16505 | 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. | — | Removed |
| 16506 | 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. | — | Removed |
| 16507 | 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. | — | Removed |
| 16508 | 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. | — | Removed |
| 16509 | 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. | — | Removed |
| 16510 | 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. | — | Removed |
| 16511 | These Developer Terms may be modified only by a written amendment signed by the parties or as otherwise provided in Section 18. | — | Removed |
| 16512 | 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. | — | Removed |
| 16513 | The remaining terms will be valid and enforceable. | — | Removed |
| 16514 | Developer may not assign these Developer Terms, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 16515 | Any attempt by Developer to assign or transfer these Developer Terms, without such consent, will be null. | — | Removed |
| 16516 | Gusto may freely assign or transfer these Developer Terms without restriction. | — | Removed |
| 16517 | 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. | — | Removed |
| 16518 | 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. | — | Removed |
| 16519 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 16520 | For notices made by posting to the Gusto website, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 16521 | Gusto’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision. | — | Removed |
| 16522 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 16523 | 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. | — | Removed |
| 16524 | 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. | — | Removed |
| 16525 | 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. | — | Removed |
| 16526 | 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. | — | Removed |
| 16527 | 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. | — | Removed |
| 16528 | To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with copy to [email protected] . | — | Removed |
| 16529 | 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”). | — | Removed |
| 16530 | 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”). | — | Removed |
| 16531 | 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. | — | Removed |
| 16532 | 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. | — | Removed |
| 16533 | 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. | — | Removed |
| 16534 | 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. | — | Removed |
| 16535 | 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”). | — | Removed |
| 16536 | 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. | — | Removed |
| 16537 | 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. | — | Removed |
| 16538 | 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. | — | Removed |
| 16539 | 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. | — | Removed |
| 16540 | 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. | — | Removed |
| 16541 | Developer shall not misrepresent or mask its identity, or the identity of any Third Party Providers, when accessing or using the Developer Tools. | — | Removed |
| 16542 | 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. | — | Removed |
| 16543 | 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. | — | Removed |
| 16544 | 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. | — | Removed |
| 16545 | 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. | — | Removed |
| 16546 | 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. | — | Removed |
| 16547 | 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. | — | Removed |
| 16548 | 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. | — | Removed |
| 16549 | Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses such information from Developers. 5. | — | Removed |
| 16550 | 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. | — | Removed |
| 16551 | 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”). | — | Removed |
| 16552 | Developer, Developer User Data, Developer’s Application, and the Integration must fully comply with these Developer Terms and all applicable laws, rules, and regulations. | — | Removed |
| 16553 | 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. | — | Removed |
| 16554 | 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. | — | Removed |
| 16555 | 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. | — | Removed |
| 16556 | 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. | — | Removed |
| 16557 | 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. | — | Removed |
| 16558 | Required Security Controls and Reviews Developer’s security controls must conform to any reasonable security standards imposed by Gusto. | — | Removed |
| 16559 | 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. | — | Removed |
| 16560 | 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). | — | Removed |
| 16561 | 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. | — | Removed |
| 16562 | 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. | — | Removed |
| 16563 | 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. | — | Removed |
| 16564 | 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. | — | Removed |
| 16565 | 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. | — | Removed |
| 16566 | 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”). . | — | Removed |
| 16567 | Developer shall be solely responsible for remediating the Security Incident. | — | Removed |
| 16568 | 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. | — | Removed |
| 16569 | Developer shall reimburse Gusto for any costs Gusto incurs as a result of any such Security Incident. 7. | — | Removed |
| 16570 | 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. | — | Removed |
| 16571 | 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. | — | Removed |
| 16572 | 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. | — | Removed |
| 16573 | 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. | — | Removed |
| 16574 | Proprietary Rights Gusto and Developer do not anticipate jointly developing any intellectual property under these Developer Terms. | — | Removed |
| 16575 | Gusto’s Intellectual Property Rights. | — | Removed |
| 16576 | 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. | — | Removed |
| 16577 | 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. | — | Removed |
| 16578 | 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. | — | Removed |
| 16579 | Developer’s Intellectual Property Rights. | — | Removed |
| 16580 | 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. | — | Removed |
| 16581 | Integration Support Developer is solely responsible for any user-facing support of the Integration. 10. | — | Removed |
| 16582 | 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. | — | Removed |
| 16583 | No Warranties; Maintenance and Support of Developer Tools Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools. | — | Removed |
| 16584 | 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. | — | Removed |
| 16585 | 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. | — | Removed |
| 16586 | 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. | — | Removed |
| 16587 | 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. | — | Removed |
| 16588 | 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. | — | Removed |
| 16589 | 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. | — | Removed |
| 16590 | All use of Gusto’s Marks, including any associated goodwill, will inure to the benefit of Gusto. | — | Removed |
| 16591 | Promotional and Marketing Use Developer agrees to display any attribution(s) required by Gusto as set forth in the documentation for the Developer Tools. | — | Removed |
| 16592 | 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. | — | Removed |
| 16593 | Developer shall only use the Gusto Marks in accordance with these Developer Terms. | — | Removed |
| 16594 | In using Gusto’s Marks, Developer must follow Gusto’s brand guidelines as may be updated from time to time. | — | Removed |
| 16595 | 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. | — | Removed |
| 16596 | 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. | — | Removed |
| 16597 | 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. | — | Removed |
| 16598 | 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. | — | Removed |
| 16599 | 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. | — | Removed |
| 16600 | 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. | — | Removed |
| 16601 | 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. | — | Removed |
| 16602 | 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. | — | Removed |
| 16603 | 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. | — | Removed |
| 16604 | 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. | — | Removed |
| 16605 | 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. | — | Removed |
| 16606 | 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. | — | Removed |
| 16607 | 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. | — | Removed |
| 16608 | 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. | — | Removed |
| 16609 | 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. | — | Removed |
| 16610 | 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. | — | Removed |
| 16611 | 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. | — | Removed |
| 16612 | 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. | — | Removed |
| 16613 | 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. | — | Removed |
| 16614 | 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. | — | Removed |
| 16615 | 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. | — | Removed |
| 16616 | 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. | — | Removed |
| 16617 | 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. | — | Removed |
| 16618 | 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. | — | Removed |
| 16619 | 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. | — | Removed |
| 16620 | Changes to the Developer Terms Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion. | — | Removed |
| 16621 | If Gusto does so, Gusto shall post the modified Developer Terms on its website. | — | Removed |
| 16622 | 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. | — | Removed |
| 16623 | If Developer does not agree to be bound by the modified Developer Terms, then Developer may not continue to use the Developer Tools. | — | Removed |
| 16624 | 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. | — | Removed |
| 16625 | 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. | — | Removed |
| 16626 | 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. | — | Removed |
| 16627 | 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. | — | Removed |
| 16628 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Developer and Gusto. | — | Removed |
| 16629 | 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”). | — | Removed |
| 16630 | 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. | — | Removed |
| 16631 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 16632 | 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. | — | Removed |
| 16633 | The award rendered by the arbitrator shall be final and binding upon Developer and Gusto. | — | Removed |
| 16634 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 16635 | Either Gusto or Developer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 16636 | 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. | — | Removed |
| 16637 | 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. | — | Removed |
| 16638 | 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. | — | Removed |
| 16639 | 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. | — | Removed |
| 16640 | 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. | — | Removed |
| 16641 | 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. | — | Removed |
| 16642 | These Developer Terms may be modified only by a written amendment signed by the parties or as otherwise provided in Section 18. | — | Removed |
| 16643 | 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. | — | Removed |
| 16644 | The remaining terms will be valid and enforceable. | — | Removed |
| 16645 | Developer may not assign these Developer Terms, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 16646 | Any attempt by Developer to assign or transfer these Developer Terms, without such consent, will be null. | — | Removed |
| 16647 | Gusto may freely assign or transfer these Developer Terms without restriction. | — | Removed |
| 16648 | 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. | — | Removed |
| 16649 | 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. | — | Removed |
| 16650 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 16651 | For notices made by posting to the Gusto website, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 16652 | Gusto’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision. | — | Removed |
| 16653 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 16654 | 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. | — | Removed |
| 16655 | 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. | — | Removed |
| 16656 | 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. | — | Removed |
| 16657 | 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. | — | Removed |
| 16658 | 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. | — | Removed |
| 16659 | To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with copy to [email protected] . | — | Removed |
| 16660 | Effective September 12th 2023 to October 26th 2023 Download Table of Contents Developer Terms of Service 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 ”). | — | Removed |
| 16661 | 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” ). | — | Removed |
| 16662 | 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. | — | Removed |
| 16663 | 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. | — | Removed |
| 16664 | By creating an account in the Gusto Developer Portal at www.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. | — | Removed |
| 16665 | 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. | — | Removed |
| 16666 | 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” ). | — | Removed |
| 16667 | 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. | — | Removed |
| 16668 | 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. | — | Removed |
| 16669 | 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. | — | Removed |
| 16670 | 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. | — | Removed |
| 16671 | 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. | — | Removed |
| 16672 | Developer shall not misrepresent or mask its identity, or the identity of any Third Party Providers, when accessing or using the Developer Tools. | — | Removed |
| 16673 | 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. | — | Removed |
| 16674 | 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. | — | Removed |
| 16675 | 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. | — | Removed |
| 16676 | 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. | — | Removed |
| 16677 | 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. | — | Removed |
| 16678 | 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. | — | Removed |
| 16679 | 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. | — | Removed |
| 16680 | Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses such information from Developers. 5. | — | Removed |
| 16681 | 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. | — | Removed |
| 16682 | 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” ). | — | Removed |
| 16683 | 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. | — | Removed |
| 16684 | 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. | — | Removed |
| 16685 | 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. | — | Removed |
| 16686 | 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. | — | Removed |
| 16687 | 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. | — | Removed |
| 16688 | Required Security Controls and Reviews Developer’s security controls must conform to any reasonable security standards imposed by Gusto. | — | Removed |
| 16689 | 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. | — | Removed |
| 16690 | 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). | — | Removed |
| 16691 | 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. | — | Removed |
| 16692 | 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. | — | Removed |
| 16693 | 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. | — | Removed |
| 16694 | 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. | — | Removed |
| 16695 | 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. | — | Removed |
| 16696 | 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 ”). . | — | Removed |
| 16697 | Developer shall be solely responsible for remediating the Security Incident. | — | Removed |
| 16698 | 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. | — | Removed |
| 16699 | Developer shall reimburse Gusto for any costs Gusto incurs as a result of any such Security Incident. 7. | — | Removed |
| 16700 | 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. | — | Removed |
| 16701 | 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. | — | Removed |
| 16702 | 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. | — | Removed |
| 16703 | 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. | — | Removed |
| 16704 | Proprietary Rights Gusto and Developer do not anticipate jointly developing any intellectual property under these Developer Terms. | — | Removed |
| 16705 | Gusto’s Intellectual Property Rights . | — | Removed |
| 16706 | 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. | — | Removed |
| 16707 | 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. | — | Removed |
| 16708 | 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. | — | Removed |
| 16709 | Developer’s Intellectual Property Rights . | — | Removed |
| 16710 | 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. | — | Removed |
| 16711 | Integration Support Developer is solely responsible for any user-facing support of the Integration. 10. | — | Removed |
| 16712 | 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. | — | Removed |
| 16713 | No Warranties; Maintenance and Support of Developer Tools Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools. | — | Removed |
| 16714 | 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. | — | Removed |
| 16715 | 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. | — | Removed |
| 16716 | 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. 11. | — | Removed |
| 16717 | 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. | — | Removed |
| 16718 | 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. | — | Removed |
| 16719 | 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. | — | Removed |
| 16720 | All use of Gusto’s Marks, including any associated goodwill, will inure to the benefit of Gusto. | — | Removed |
| 16721 | Promotional and Marketing Use Developer agrees to display any attribution(s) required by Gusto as set forth in the documentation for the Developer Tools. | — | Removed |
| 16722 | 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. | — | Removed |
| 16723 | Developer shall only use the Gusto Marks in accordance with these Developer Terms. | — | Removed |
| 16724 | In using Gusto’s Marks, Developer must follow Gusto’s brand guidelines as may be updated from time to time. | — | Removed |
| 16725 | 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. | — | Removed |
| 16726 | 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. | — | Removed |
| 16727 | 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. | — | Removed |
| 16728 | 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. | — | Removed |
| 16729 | 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. | — | Removed |
| 16730 | 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. | — | Removed |
| 16731 | 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. | — | Removed |
| 16732 | 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. | — | Removed |
| 16733 | 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. | — | Removed |
| 16734 | 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. | — | Removed |
| 16735 | 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. | — | Removed |
| 16736 | 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. | — | Removed |
| 16737 | 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. | — | Removed |
| 16738 | 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. | — | Removed |
| 16739 | 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. | — | Removed |
| 16740 | 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. | — | Removed |
| 16741 | 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. | — | Removed |
| 16742 | 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. | — | Removed |
| 16743 | 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. | — | Removed |
| 16744 | 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. | — | Removed |
| 16745 | 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. | — | Removed |
| 16746 | 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. | — | Removed |
| 16747 | 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. | — | Removed |
| 16748 | 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. | — | Removed |
| 16749 | 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. | — | Removed |
| 16750 | Changes to the Developer Terms Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion. | — | Removed |
| 16751 | If Gusto does so, Gusto shall post the modified Developer Terms on its website. | — | Removed |
| 16752 | 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. | — | Removed |
| 16753 | If Developer does not agree to be bound by the modified Developer Terms, then Developer may not continue to use the Developer Tools. | — | Removed |
| 16754 | 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. | — | Removed |
| 16755 | 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. | — | Removed |
| 16756 | 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. | — | Removed |
| 16757 | 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. | — | Removed |
| 16758 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Developer and Gusto. | — | Removed |
| 16759 | 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 ”). | — | Removed |
| 16760 | 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. | — | Removed |
| 16761 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 16762 | 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. | — | Removed |
| 16763 | The award rendered by the arbitrator shall be final and binding upon Developer and Gusto. | — | Removed |
| 16764 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 16765 | Either Gusto or Developer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 16766 | 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. | — | Removed |
| 16767 | 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. | — | Removed |
| 16768 | 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. | — | Removed |
| 16769 | 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. | — | Removed |
| 16770 | 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. | — | Removed |
| 16771 | 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. | — | Removed |
| 16772 | These Developer Terms may be modified only by a written amendment signed by the parties or as otherwise provided in Section 18 . | — | Removed |
| 16773 | 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. | — | Removed |
| 16774 | The remaining terms will be valid and enforceable. | — | Removed |
| 16775 | Developer may not assign these Developer Terms, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 16776 | Any attempt by Developer to assign or transfer these Developer Terms, without such consent, will be null. | — | Removed |
| 16777 | Gusto may freely assign or transfer these Developer Terms without restriction. | — | Removed |
| 16778 | 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. | — | Removed |
| 16779 | 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. | — | Removed |
| 16780 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 16781 | For notices made by posting to the Gusto website, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 16782 | Gusto’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision. | — | Removed |
| 16783 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 16784 | 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. | — | Removed |
| 16785 | 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. | — | Removed |
| 16786 | 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. | — | Removed |
| 16787 | 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. | — | Removed |
| 16788 | 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. | — | Removed |
| 16789 | To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with copy to [email protected] . | — | Removed |
| 16790 | Effective March 18th 2021 to September 12th 2023 Download Table of Contents Developer Terms of Service Last updated March 17, 2021 These Developer Terms of Service ( “Developer Terms” ) are made and entered into by and between you, as a Developer (as defined below), and Gusto, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “Gusto” ). | — | Removed |
| 16791 | These Developer Terms contain the terms and conditions that govern the access to and use of Gusto’s application program interface(s) ( “API(s)” ), demo APIs, and related tools, programs, utilities, and documentation (collectively, “Developer Tools” ). | — | Removed |
| 16792 | These Developer Terms are applicable to all persons who use or access the Developer Tools (collectively, “Developers” and each, a “Developer” ). | — | Removed |
| 16793 | 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. | — | Removed |
| 16794 | If you are accessing or using the Developer Tools on behalf of Developer as an employee, officer or agent of Developer, you represent and warrant that you are authorized and lawfully able to bind Developer to these Developer Terms, and you acknowledge and agree that access to and use of the Developer Tools by Developer and you are subject to the terms and conditions of these Developer Terms. | — | Removed |
| 16795 | If you are accessing or using the Developer Terms as an unaffiliated third party providing services to Developer ( “Third Party Provider” ), you represent and warrant that you are authorized to provide services to Developer, and you acknowledge and agree that: (a) you may only access and use the Developer Tools on behalf of Developer and only as necessary for you to provide services to Developer; and (b) your access to and use of the Developer Tools are subject to the terms and conditions of these Developer Terms governing user’s access to and use of the Developer Tools. | — | Removed |
| 16796 | 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. | — | Removed |
| 16797 | 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. 1. | — | Removed |
| 16798 | Access to and Use of 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, Gusto grants Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable (subject to the below regarding Third Party Providers) license to access and use the Developer Tools solely as necessary for developing an integration between the Developer’s application ( “Developer Application” ) and Gusto’s cloud-based payroll, benefits, and human resources platform ( “Gusto Platform” ) through the API ( “Integration” ) for the benefit of users that (i) are both a current user or customer of Gusto ( “Gusto User” ) and a current user, customer, or customer’s user of Developer ( “Developer User” ); (ii) have linked such user's Gusto account with such user’s Developer 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” ). | — | Removed |
| 16799 | Developer may allow a Third Party Provider to access and use the Developer Tools solely as necessary to provide Developer with development, implementation, and related services for the Integration, provided that Developer shall be responsible for: (i) ensuring that such Third-Party Provider complies with the terms and conditions of these Developer Terms; and (ii) any breach of these Developer Terms by such Third Party Provider. 2. | — | Removed |
| 16800 | Developer Credentials and Account Information 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. | — | Removed |
| 16801 | 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. | — | Removed |
| 16802 | Developer shall not misrepresent or mask its identity when accessing or using the Developer Tools. | — | Removed |
| 16803 | 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. | — | Removed |
| 16804 | If Gusto provides Developer with new Credentials, Developer shall commence using the new Credentials immediately upon receipt of such Credentials. | — | Removed |
| 16805 | Developer shall further not store any Credentials or Account Information used by Developers to access the Developer Tools. | — | Removed |
| 16806 | Developer shall be solely responsible for protecting the confidentiality of Credentials and Account Information and all activities undertaken using the Developer Tools. | — | Removed |
| 16807 | 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 reasonable efforts to eliminate such unauthorized access or use. | — | Removed |
| 16808 | Developer shall at all times implement and maintain appropriate security policies and procedures and access control methodologies that are consistent with prevailing industry standards, but in no case less than reasonable care, to safeguard access to and use of the Developer Tools. 3. | — | Removed |
| 16809 | Privacy Policy Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses information from Developers. | — | Removed |
| 16810 | Developer acknowledges and understands that Gusto may collect, use, and disclose Developer’s information pursuant to Gusto’s Privacy Policy, as it may be updated from time to time. 4. | — | Removed |
| 16811 | Developer’s Compliance with the Developer Terms Use of the Developer Tools are conditioned upon Developer’s full compliance with these Developer Terms and all applicable laws, rules, and regulations. 5. | — | Removed |
| 16812 | Data Privacy and Security Developer’s Responsibility for Data 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” ). | — | Removed |
| 16813 | In connection with Developer’s use of the API and operation of the Developer Application, Developer will (i) ensure that Developer User Data, Gusto User Data (as defined below), and Joint User Data (as defined below) (collectively, “User Data” ) are collected, processed, transmitted, maintained, and used in compliance with a privacy policy that is made available to Users and that clearly and accurately describes to Users what user information Developer collects and how Developer uses and shares that information; (ii) 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; (iii) only access, store, transfer, and process User Data in accordance with Users’ instructions, including configuration settings of the Developer Application; and (iv) use and disclose User Data only as authorized by the User and only as necessary for the functionality of the Developer Application. | — | Removed |
| 16814 | 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 authorization to submit, upload, transmit or otherwise make available through the Developer Tools. | — | Removed |
| 16815 | Developer shall not: (i) push any Developer User Data through the API for which the applicable user has not authorized Developer to share with Gusto; (ii) pull any data of Gusto Users ( “Gusto User Data” ) or data of Joint Users ( “Joint User Data” ) through the API for which the applicable user has not authorized Developer to obtain from Gusto; (iii) pull any Gusto User Data or Joint User Data through the API that has not been authorized by Gusto, even if the applicable user has authorized Developer to obtain such Gusto User Data or Joint User Data from Gusto; (iv) sell any Gusto User Data or Joint User Data; or (iv) process, retain, modify, lease, distribute or display any Gusto User Data or Joint User Data for any purpose other than the Integration or as authorized by, and pursuant to the instructions of, the applicable user. | — | Removed |
| 16816 | Security Developer’s access to and use of the Developer Tools remain subject to the Integration conforming to any reasonable security standards imposed by Gusto and passing any reasonable security reviews conducted by Gusto or an authorized third party selected by Gusto. | — | Removed |
| 16817 | For any security review, Gusto may request the security documentation, including but not limited to, penetration test results, penetration test summaries, and/or SOC reports, and Developer agrees to reasonably and promptly cooperate with such requests and reviews. | — | Removed |
| 16818 | Developer shall further conduct security reviews, including penetration tests, consistent with prevailing industry standards of the components of the Integration that are within Developer’s custody or control at least once per twelve (12) month period and confirm in writing to Gusto within ten (10) days after each such review: (i) that the Integration passed such review; or (ii) if the Integration did not pass such review, all security vulnerabilities identified by the review and the measures Developer has implemented or will implement to eliminate such vulnerabilities. | — | Removed |
| 16819 | Developer shall undertake any measures to improve the security of or remediate any security vulnerabilities in the Integration reasonably requested by Gusto. | — | Removed |
| 16820 | 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. | — | Removed |
| 16821 | Developer shall promptly provide Gusto written notice if Developer becomes aware of any unauthorized access to or use of Custodial Data ( “Security Incident” ). | — | Removed |
| 16822 | Developer shall be solely responsible for remediating the Security Incident. | — | Removed |
| 16823 | 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. | — | Removed |
| 16824 | Developer shall reimburse Gusto for any costs it incurs as a result of any such Security Incident. 6. | — | Removed |
| 16825 | Proprietary Rights Gusto’s Intellectual Property Rights . | — | Removed |
| 16826 | 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, Gusto User Data, and Aggregate Data (as defined below). | — | Removed |
| 16827 | 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. | — | Removed |
| 16828 | Developer acknowledges and agrees that Gusto may collect or generate data obtained by Gusto through Developer’s use of the Developer Tools that has been aggregated or de-identified in a manner such that it cannot reasonably be used to identify Developer or Developer Users ( “Aggregate Data” ). | — | Removed |
| 16829 | Gusto may use Aggregate Data for, including but not limited to, improving its products, services, and Developer Tools and assisting with technical support. | — | Removed |
| 16830 | 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. | — | Removed |
| 16831 | Developer’s Intellectual Property Rights . | — | Removed |
| 16832 | 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. 7. | — | Removed |
| 16833 | Gusto’s Rights to Monitor, Modify, and Update 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. | — | Removed |
| 16834 | Gusto reserves the right to modify, update or discontinue the Developer Tools, with or without notice, and Gusto shall not be liable for any such modification, update or discontinuance. | — | Removed |
| 16835 | In the event Gusto modifies or updates the Developer Tools, Gusto may require Developer to use the most current version of the Developer Tools. 8. | — | Removed |
| 16836 | Maintenance and Support of Developer Tools Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools. | — | Removed |
| 16837 | 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. | — | Removed |
| 16838 | 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. | — | Removed |
| 16839 | 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. 9. | — | Removed |
| 16840 | Integration Review Gusto may require that all new Integrations and updated Integrations be submitted to Gusto for review and approval prior to Gusto providing production API access and prior to the Integration being made available to Users. | — | Removed |
| 16841 | By submitting the Integration to Gusto, Developer grants Gusto the right to test and evaluate the Inegration’s compliance with the terms of these Developer Terms. | — | Removed |
| 16842 | 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. | — | Removed |
| 16843 | 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. 10. | — | Removed |
| 16844 | 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 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 API or to the Gusto Platform; 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. 11. | — | Removed |
| 16845 | 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. | — | Removed |
| 16846 | 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. | — | Removed |
| 16847 | All use of Gusto’s Marks, including any associated goodwill, will inure to the benefit of Gusto. | — | Removed |
| 16848 | Promotional and Marketing Use Developer agrees to display any attribution(s) required by Gusto as set forth in the documentation for the Developer Tools. | — | Removed |
| 16849 | 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. | — | Removed |
| 16850 | Developer shall only use the Gusto Marks in accordance with these Developer Terms. | — | Removed |
| 16851 | Any other use of Gusto’s Marks require prior written consent from Gusto. | — | Removed |
| 16852 | In using Gusto’s Marks, Developer must follow the Gusto’s brand guidelines as may be updated from time to time. | — | Removed |
| 16853 | Developer understands and agrees that Gusto, in its sole discretion, may determine whether Developer’s use of Gusto’s Marks is in accordance with this Section 11 and Gusto’s brand guidelines. | — | Removed |
| 16854 | 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. | — | Removed |
| 16855 | 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. 12. | — | Removed |
| 16856 | 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. | — | Removed |
| 16857 | 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. | — | Removed |
| 16858 | 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. | — | Removed |
| 16859 | 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. | — | Removed |
| 16860 | 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. | — | Removed |
| 16861 | 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. 13. | — | Removed |
| 16862 | 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. | — | Removed |
| 16863 | 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. | — | Removed |
| 16864 | 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 USER OR ANY OF ITS 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. 14. | — | Removed |
| 16865 | 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. 15. | — | Removed |
| 16866 | 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. | — | Removed |
| 16867 | 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. | — | Removed |
| 16868 | 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. | — | Removed |
| 16869 | 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. 16. | — | Removed |
| 16870 | 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. | — | Removed |
| 16871 | 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. | — | Removed |
| 16872 | 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. | — | Removed |
| 16873 | 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. | — | Removed |
| 16874 | 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. | — | Removed |
| 16875 | Gusto reserves the right to suspend Developer’s access to and use of the Developer Tools immediately upon the occurrence of a Security Issue or breach of Section 10. | — | Removed |
| 16876 | In the event of suspension due to a Security Issue or breach of Section 10, Gusto shall make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Security Issue. | — | Removed |
| 16877 | 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. 17. | — | Removed |
| 16878 | Changes to the Developer Terms Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion. | — | Removed |
| 16879 | If Gusto does so, Gusto shall post the modified Developer Terms on its website. | — | Removed |
| 16880 | It is important that Developer reviews and accepts any modified Developer Terms because Developer can continue to use Developer Terms only if Developer accepts the modified Developer Terms, indicating to Gusto that Developer agrees to be bound by the modified Developer Terms. | — | Removed |
| 16881 | If Developer does not agree to be bound by the modified Developer Terms, then Developer may not continue to use the Developer Terms. | — | Removed |
| 16882 | 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. 18. | — | Removed |
| 16883 | 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. 19. | — | Removed |
| 16884 | 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. | — | Removed |
| 16885 | 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. | — | Removed |
| 16886 | Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Developer and Gusto. | — | Removed |
| 16887 | 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 ”). | — | Removed |
| 16888 | 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. | — | Removed |
| 16889 | The arbitrator will follow the law and will give effect to any applicable statutes of limitation. | — | Removed |
| 16890 | 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. | — | Removed |
| 16891 | The award rendered by the arbitrator shall be final and binding upon Developer and Gusto. | — | Removed |
| 16892 | A judgment on the award may be entered and enforced in any court of competent jurisdiction. | — | Removed |
| 16893 | Either Gusto or Developer may assert claims, if the claims qualify, in small claims court in San Francisco, California. | — | Removed |
| 16894 | 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. | — | Removed |
| 16895 | 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. | — | Removed |
| 16896 | 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. | — | Removed |
| 16897 | USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THESE DEVELOPER TERMS. 20. | — | Removed |
| 16898 | 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. 21. | — | Removed |
| 16899 | 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. | — | Removed |
| 16900 | These Developer Terms may be modified only by a written amendment signed by the parties or as otherwise provided in Section 17. | — | Removed |
| 16901 | 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. | — | Removed |
| 16902 | The remaining terms will be valid and enforceable. | — | Removed |
| 16903 | Developer may not assign these Developer Terms, by operation of law or otherwise, without Gusto’s prior written consent. | — | Removed |
| 16904 | Any attempt by Developer to assign or transfer these Developer Terms, without such consent, will be null. | — | Removed |
| 16905 | Gusto may freely assign or transfer these Developer Terms without restriction. | — | Removed |
| 16906 | 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. | — | Removed |
| 16907 | 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. | — | Removed |
| 16908 | For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. | — | Removed |
| 16909 | For notices made by posting to the Gusto website, the date of such posting will be deemed the date that notice is given. | — | Removed |
| 16910 | Gusto’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision. | — | Removed |
| 16911 | The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. | — | Removed |
| 16912 | 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. 22. | — | Removed |
| 16913 | 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. | — | Removed |
| 16914 | 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. 23. | — | Removed |
| 16915 | 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: To Developer: At the address (physical or email) on file with Gusto. | — | Removed |
| 16916 | To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with copy to [email protected] . | — | Removed |
| 16917 | Referral Rewards Terms Version Version 17.0 (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 February 24th 2026 Download Table of Contents Last updated February 24, 2026 Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 16918 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 16919 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 16920 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16921 | Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 16922 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 16923 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 16924 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 16925 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 16926 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 16927 | Referee Terms: Sign up as a new Gusto customer using a current Gusto customer’s unique referral link and receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16928 | To qualify, you must sign up using the referral link, run at least one paid payroll, and maintain an active Gusto account at the time the gift card is issued. | — | Removed |
| 16929 | Effective April 2nd 2025 to February 24th 2026 Download Table of Contents Last updated April 01, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16930 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”). | — | Removed |
| 16931 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16932 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 16933 | 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. | — | Removed |
| 16934 | 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). | — | Removed |
| 16935 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16936 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 16937 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 16938 | 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. | — | Removed |
| 16939 | 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). | — | Removed |
| 16940 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 16941 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16942 | 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. | — | Removed |
| 16943 | 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). | — | Removed |
| 16944 | Effective April 1st 2025 to April 2nd 2025 Download Table of Contents Last updated April 01, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16945 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16946 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 16947 | 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. | — | Removed |
| 16948 | 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). | — | Removed |
| 16949 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16950 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 16951 | 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. | — | Removed |
| 16952 | 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). | — | Removed |
| 16953 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 16954 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16955 | 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. | — | Removed |
| 16956 | 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). | — | Removed |
| 16957 | Effective April 1st 2025 to April 1st 2025 Download Table of Contents Last updated February 28, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16958 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 16959 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16960 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 16961 | 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. | — | Removed |
| 16962 | 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). | — | Removed |
| 16963 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16964 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 16965 | 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. | — | Removed |
| 16966 | 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). | — | Removed |
| 16967 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 16968 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16969 | 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. | — | Removed |
| 16970 | 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. | — | Removed |
| 16971 | 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). | — | Removed |
| 16972 | Effective February 28th 2025 to April 1st 2025 Download Table of Contents Last updated February 28, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16973 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 16974 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16975 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 16976 | 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. | — | Removed |
| 16977 | 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). | — | Removed |
| 16978 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16979 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 16980 | 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. | — | Removed |
| 16981 | 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). | — | Removed |
| 16982 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 16983 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16984 | 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. | — | Removed |
| 16985 | 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. | — | Removed |
| 16986 | 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). | — | Removed |
| 16987 | Effective February 28th 2025 to February 28th 2025 Download Table of Contents Last updated February 24, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16988 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 16989 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 16990 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 16991 | 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. | — | Removed |
| 16992 | 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). | — | Removed |
| 16993 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 16994 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 16995 | 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. | — | Removed |
| 16996 | 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). | — | Removed |
| 16997 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 16998 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 16999 | 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. | — | Removed |
| 17000 | 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. | — | Removed |
| 17001 | 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). | — | Removed |
| 17002 | Effective February 28th 2025 to February 28th 2025 Download Table of Contents Last updated February 24, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17003 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17004 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17005 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17006 | 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. | — | Removed |
| 17007 | 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). | — | Removed |
| 17008 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17009 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $300 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17010 | 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. | — | Removed |
| 17011 | 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). | — | Removed |
| 17012 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17013 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17014 | 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. | — | Removed |
| 17015 | 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. | — | Removed |
| 17016 | 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). | — | Removed |
| 17017 | Effective February 27th 2025 to February 28th 2025 Download Table of Contents Last updated February 24, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17018 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17019 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17020 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17021 | 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. | — | Removed |
| 17022 | 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). | — | Removed |
| 17023 | PartnerStack Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17024 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $300 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17025 | 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. | — | Removed |
| 17026 | 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). | — | Removed |
| 17027 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17028 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17029 | 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. | — | Removed |
| 17030 | 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. | — | Removed |
| 17031 | 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). | — | Removed |
| 17032 | Effective January 29th 2025 to February 27th 2025 Download Table of Contents Last updated January 28, 2025 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17033 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17034 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17035 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17036 | 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. | — | Removed |
| 17037 | 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). | — | Removed |
| 17038 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17039 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17040 | 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. | — | Removed |
| 17041 | 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). | — | Removed |
| 17042 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17043 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17044 | 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. | — | Removed |
| 17045 | 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. | — | Removed |
| 17046 | 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). | — | Removed |
| 17047 | Effective January 29th 2025 to January 29th 2025 Download Table of Contents Last updated January 28, 2025 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17048 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17049 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17050 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17051 | 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. | — | Removed |
| 17052 | 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). | — | Removed |
| 17053 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17054 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17055 | 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. | — | Removed |
| 17056 | 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). | — | Removed |
| 17057 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17058 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17059 | 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. | — | Removed |
| 17060 | 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. | — | Removed |
| 17061 | 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). | — | Removed |
| 17062 | Effective January 28th 2025 to January 29th 2025 Download Table of Contents Last updated January 28, 2025 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17063 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17064 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17065 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17066 | 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. | — | Removed |
| 17067 | 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). | — | Removed |
| 17068 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and February 28, 2025 and run one or more paid payrolls. | — | Removed |
| 17069 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17070 | 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. | — | Removed |
| 17071 | 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). | — | Removed |
| 17072 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17073 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17074 | 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. | — | Removed |
| 17075 | 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. | — | Removed |
| 17076 | 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). | — | Removed |
| 17077 | Effective January 28th 2025 to January 28th 2025 Download Table of Contents Last updated October 21, 2024 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17078 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17079 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17080 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17081 | 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. | — | Removed |
| 17082 | 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). | — | Removed |
| 17083 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17084 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17085 | 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. | — | Removed |
| 17086 | 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). | — | Removed |
| 17087 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17088 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17089 | 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. | — | Removed |
| 17090 | 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. | — | Removed |
| 17091 | 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). | — | Removed |
| 17092 | Effective November 15th 2024 to January 28th 2025 Download Table of Contents Last updated October 21, 2024 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17093 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17094 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17095 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17096 | 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. | — | Removed |
| 17097 | 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). | — | Removed |
| 17098 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17099 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17100 | 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. | — | Removed |
| 17101 | 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). | — | Removed |
| 17102 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17103 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17104 | 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. | — | Removed |
| 17105 | 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. | — | Removed |
| 17106 | 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). | — | Removed |
| 17107 | Effective October 23rd 2024 to November 15th 2024 Download Table of Contents Last updated October 21, 2024 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17108 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17109 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17110 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17111 | 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. | — | Removed |
| 17112 | 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). | — | Removed |
| 17113 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17114 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17115 | 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. | — | Removed |
| 17116 | 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). | — | Removed |
| 17117 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17118 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17119 | 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. | — | Removed |
| 17120 | 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. | — | Removed |
| 17121 | 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). | — | Removed |
| 17122 | Effective October 23rd 2024 to October 23rd 2024 Download Table of Contents Last updated October 21, 2024 Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17123 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200. | — | Removed |
| 17124 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17125 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17126 | 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. | — | Removed |
| 17127 | 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). | — | Removed |
| 17128 | PartnerStack Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2024 and January 31, 2025 and run one or more paid payrolls. | — | Removed |
| 17129 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive") Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 17130 | 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. | — | Removed |
| 17131 | 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).. | — | Removed |
| 17132 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17133 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17134 | 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. | — | Removed |
| 17135 | 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. | — | Removed |
| 17136 | 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). | — | Removed |
| 17137 | Effective August 27th 2024 to October 23rd 2024 Download Table of Contents Last updated August 26, 2024 Referrer Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17138 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card. | — | Removed |
| 17139 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the incentive offered to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17140 | In order to be eligible for the promotion payouts, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17141 | 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. | — | Removed |
| 17142 | 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). | — | Removed |
| 17143 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17144 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17145 | 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. | — | Removed |
| 17146 | 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. | — | Removed |
| 17147 | 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). | — | Removed |
| 17148 | Effective August 26th 2024 to August 27th 2024 Download Table of Contents Last updated February 21, 2024 To qualify, your referee must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17149 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card. | — | Removed |
| 17150 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the incentive offered to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17151 | In order to be eligible for the promotion payouts, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17152 | 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. | — | Removed |
| 17153 | 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). | — | Removed |
| 17154 | Referral Rewards Terms Exp Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective April 7th 2025 Download Table of Contents Last updated April 01, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17155 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $1,000 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”). | — | Removed |
| 17156 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17157 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17158 | 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. | — | Removed |
| 17159 | 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). | — | Removed |
| 17160 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17161 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17162 | 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. | — | Removed |
| 17163 | 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). | — | Removed |
| 17164 | Effective March 24th 2025 to April 7th 2025 Download Table of Contents Last updated March 24, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17165 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17166 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17167 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17168 | 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. | — | Removed |
| 17169 | 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). | — | Removed |
| 17170 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17171 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17172 | 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. | — | Removed |
| 17173 | 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. | — | Removed |
| 17174 | 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). | — | Removed |
| 17175 | Effective March 24th 2025 to March 24th 2025 Download Table of Contents Last updated February 28, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 17176 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 Visa gift card and your referee will receive a $100 Visa gift card (“Referral Incentive”) Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $600 and the incentive for your referee will increase to $200. | — | Removed |
| 17177 | For subsequent referrals, Referrer, but not referee, may have the option to receive the Referral Incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 17178 | In order to be eligible for the Referral Incentives, both the referrer account and the referee account must be open at the time the payouts are issued. | — | Removed |
| 17179 | 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. | — | Removed |
| 17180 | 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). | — | Removed |
| 17181 | Referee Terms: To qualify, you must sign up for Gusto and run one or more paid payrolls. | — | Removed |
| 17182 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 17183 | 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. | — | Removed |
| 17184 | 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. | — | Removed |
| 17185 | 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). | — | Removed |
| 17186 | October 2025 Partner Promotion Terms Version Version 7.0 (Current) Version 6.0 Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective September 30th 2025 Download Table of Contents Last updated September 30, 2025 These October 2025 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17187 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17188 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17189 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17190 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17191 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17192 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before January 31, 2026 (“ Participation Criteria ”). | — | Removed |
| 17193 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2025 and ending on January 31, 2026 (“Promotion Period”) (the “Payout Criteria”). | — | Removed |
| 17194 | A “Qualifying Partner Client” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “Enrollment” or being “Enrolled”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more throughout the Promotion Period; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2026 ; (g) remains a client of the Partner through which they enrolled through February 28, 2026 . | — | Removed |
| 17195 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17196 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17197 | The Promotion Payout (see Promotion Payout Table) for each Qualified Partner Client is added after the first Qualified Partner Client is calculated as of the end of the Promotion Period. | — | Removed |
| 17198 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17199 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $200 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17200 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a payout threshold below during the Promotion Period. | — | Removed |
| 17201 | New Clients Added Promotion Payout (per Client added) 1 - 2-4 $200 5-9 $400 10+ $600 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2026 , or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17202 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying a credit to the Client “Gusto Services” Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17203 | The Promotion Credit may only be applied to “Gusto Services” Fees. “Gusto Services” shall have the same meaning that it does under the Accountant Program Terms, restated here for reference, the cloud-based payroll and human resources services listed under an Employer’s Service Plan as described at www.gusto.com/product/pricing, and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 17204 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17205 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17206 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms. | — | Removed |
| 17207 | The Promotion Payout and/or Promotion Credit can not be combined with other promotions. | — | Removed |
| 17208 | Accountant Partners that are in their first 90 days of enrollment in the Accountant Program are eligible for a new firm promotion and ineligible for the October 2025 Accountant Partner Promotion during their first 90 days, at which time their eligibility for the October 2025 Accountant Partner Promotion will reset. | — | Removed |
| 17209 | Partners must not 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. | — | Removed |
| 17210 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17211 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17212 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17213 | Effective November 15th 2024 to September 30th 2025 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17214 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17215 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17216 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17217 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17218 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17219 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17220 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17221 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account at the time of Enrollment and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17222 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17223 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17224 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17225 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17226 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17227 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17228 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17229 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17230 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17231 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17232 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17233 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17234 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17235 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17236 | Partners must not 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. | — | Removed |
| 17237 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17238 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17239 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17240 | This Promotion may not be combined or stacked. | — | Removed |
| 17241 | Effective October 10th 2024 to November 15th 2024 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17242 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17243 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17244 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17245 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17246 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17247 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17248 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17249 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account at the time of Enrollment and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17250 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17251 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17252 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17253 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17254 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17255 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17256 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17257 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17258 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17259 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17260 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17261 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17262 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17263 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17264 | Partners must not 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. | — | Removed |
| 17265 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17266 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17267 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17268 | This Promotion may not be combined or stacked. | — | Removed |
| 17269 | Effective October 1st 2024 to October 10th 2024 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17270 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17271 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17272 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17273 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17274 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17275 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17276 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17277 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17278 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17279 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17280 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17281 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17282 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17283 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17284 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17285 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17286 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17287 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17288 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17289 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17290 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17291 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17292 | Partners must not 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. | — | Removed |
| 17293 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17294 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17295 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17296 | This Promotion may not be combined or stacked. | — | Removed |
| 17297 | Effective September 27th 2024 to October 1st 2024 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17298 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17299 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17300 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17301 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17302 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17303 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17304 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17305 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17306 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17307 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17308 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17309 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17310 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17311 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17312 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17313 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17314 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17315 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17316 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17317 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17318 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17319 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17320 | Partners must not 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. | — | Removed |
| 17321 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17322 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17323 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17324 | Effective September 27th 2024 to September 27th 2024 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17325 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17326 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17327 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17328 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17329 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17330 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17331 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17332 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17333 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17334 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17335 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17336 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17337 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17338 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17339 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17340 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17341 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17342 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17343 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17344 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17345 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17346 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17347 | Partners must not 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. | — | Removed |
| 17348 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17349 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17350 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17351 | Effective September 27th 2024 to September 27th 2024 Download Table of Contents Last updated September 23, 2024 These October 2024 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 17352 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17353 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 17354 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17355 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17356 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 17357 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before October 1, 2024 (“ Participation Criteria ”). | — | Removed |
| 17358 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on October 1, 2024 and ending on January 31, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 17359 | A “ Qualified Partner Client ” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more as of February 28, 2025; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2025; (g) remains a client of the Partner through which they enrolled through February 28, 2025. | — | Removed |
| 17360 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 17361 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 17362 | The Promotion Payout is $250 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period. | — | Removed |
| 17363 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 17364 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $250 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 17365 | Promotion Payout Table Partners will be eligible for a Promotion Payout to the extent that they reach a Promotional Threshold during the Promotion Period. | — | Removed |
| 17366 | New Clients Added Promotion Payout (per client added) Payroll Transfer Support Technical Account Manager (TAM) Support 1 - - - 2-9 $250 - - 10-14 $250 9/30/25 - 15+ $250 9/30/25 9/30/25 Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 17367 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 17368 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 17369 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 17370 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 17371 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 17372 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 17373 | Once the new client add thresholds as listed in the payout table are met, Partner will have guaranteed access to payroll transfer support (regardless of the client’s EE size, at a first come first serve basis, based on Gusto standard migration timeline), and a dedicated technical account manager until September 30, 2025. | — | Removed |
| 17374 | Partners must not 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. | — | Removed |
| 17375 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17376 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17377 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 17378 | Time & Attendance Plus Free Trial Promotion Version Version 2.0 (Current) Version 1.0 Effective March 18th 2026 Download Table of Contents Last Updated October 30, 2024 By clicking “Confirm your add-on” you are adding a free trial of Time & Attendance Plus to your Gusto Simple plan. | — | Removed |
| 17379 | By participating you agree to be bound by the Gusto Employer Terms of Service (available at https://gusto.com/legal/terms ) and the Payroll Terms of Service (available at https://gusto.com/legal/terms/payroll ). | — | Removed |
| 17380 | The trial is free for up to two consecutive billing cycles, depending on your activation date, which is generally determined by the date you run payroll, having agreed to these terms. | — | Removed |
| 17381 | If you previously ran payroll prior to accepting these terms, the activation date is the date You agree to these terms. | — | Removed |
| 17382 | You will receive another email when your free trial is coming to an end alerting You of the upcoming subscription rate of $6 per person per month (Service Fee). | — | Removed |
| 17383 | If you wish to cancel Your free trial or your subscription, You may do so at any time, by simply visiting the Plans and Pricing page under Settings, selecting the Add-on tab, and choose the "Remove from Plan" option under Time & Attendance Plus. | — | Removed |
| 17384 | Service Fees are charged for full calendar months for which You are enrolled in Time & Attendance Plus. | — | Removed |
| 17385 | If You have any questions, reach out to our support team . | — | Removed |
| 17386 | Effective December 4th 2024 to March 18th 2026 Download Table of Contents Last Updated October 30, 2024 By clicking “Confirm your add-on” you are adding a free trial of Time & Attendance Plus to your Gusto Simple plan. | — | Removed |
| 17387 | By participating you agree to be bound by the Gusto Employer Terms of Service (available at https://gusto.com/legal/terms ) and the Payroll Terms of Service (available at https://gusto.com/legal/terms/payroll ). | — | Removed |
| 17388 | The trial is free for up to two consecutive billing cycles, depending on your activation date, which is generally determined by the date you run payroll, having agreed to these terms. | — | Removed |
| 17389 | If you previously ran payroll prior to accepting these terms, the activation date is the date You agree to these terms. | — | Removed |
| 17390 | You will receive another email when your free trial is coming to an end alerting You of the upcoming subscription rate of $6 per person per month (Service Fee). | — | Removed |
| 17391 | If you wish to cancel Your free trial or your subscription, You may do so at any time, by simply visiting the Plans and Pricing page under Settings, selecting the Add-on tab, and choose the "Remove from Plan" option under Time & Attendance Plus. | — | Removed |
| 17392 | Service Fees are charged for full calendar months for which You are enrolled in Time & Attendance Plus. | — | Removed |
| 17393 | If You have any questions, reach out to our support team . | — | Removed |
| 17394 | Community Contest Official Rules Version Version 3.0 (Current) Version 2.0 Version 1.2 Version 1.1 Version 1.0 Effective April 23rd 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 17395 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17396 | VOID WHERE PROHIBITED. | — | Removed |
| 17397 | THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH X. | — | Removed |
| 17398 | By entering the Gusto Community Contest (“ Contest ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17399 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17400 | Sponsor and Administrator. | — | Removed |
| 17401 | Gusto, Inc., at the address above (“ Gusto ”), is both the official sponsor and administrator of this Contest. | — | Removed |
| 17402 | Eligibility. | — | Removed |
| 17403 | The Contest is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States. | — | Removed |
| 17404 | Any individual who publishes a social media post that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17405 | Entrants must have internet access, an applicable social media account, and a valid email address. | — | Removed |
| 17406 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Contest. | — | Removed |
| 17407 | Contest is void where prohibited by law. | — | Removed |
| 17408 | Contest Entry Period. | — | Removed |
| 17409 | The Contest will begin on the date and at the time of (i) a post announcing the contest and applicable prompt on Gusto’s social media account(s) or (ii) an email announcing the contest and applicable prompt (“ Contest Announcement ”) and will end at 8:00PM PT on April 25, 2025. | — | Removed |
| 17410 | All Entries must be submitted by 7:59:59PM PT on April 25, 2025 in order to be considered. | — | Removed |
| 17411 | How to Enter. | — | Removed |
| 17412 | To enter, You must create a publicly viewable social media post on the platform indicated in the Contest Announcement which includes (i) a response to the prompt and (ii) the Gusto specific hashtag, both of which are provided in the Contest Announcement (each an “ Entry ”). | — | Removed |
| 17413 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17414 | Entrants are under no obligation to purchase any insurance-related products or any other services of any kind from Gusto in order to participate or win. | — | Removed |
| 17415 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17416 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17417 | Entry Restrictions and License Grant. | — | Removed |
| 17418 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17419 | Use of any other materials may result in disqualification. | — | Removed |
| 17420 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17421 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17422 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Contest. | — | Removed |
| 17423 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name and all text and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17424 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17425 | Content Guidelines. | — | Removed |
| 17426 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17427 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Contest. | — | Removed |
| 17428 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must relate and be relevant to the Contest prompt shared in the Contest Announcement; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17429 | Contest Judging and Criteria. | — | Removed |
| 17430 | Each Entry will be judged and assigned points on a total scale of zero (0) to one hundred (100), by Gusto according to the following criteria: (i) compelling nature of response to the prompt provided by Gusto including creativity, uniqueness, and alignment with Gusto values (0-80 points), and (ii) strength of engagement on your post such as likes, comments, replies, reposts (0-20 points). | — | Removed |
| 17431 | The two (2) Entrants with the highest scores will be declared winners (each a “ Winner ”). | — | Removed |
| 17432 | To claim a Prize in this Contest, Entrants may be required to provide additional information for communication by Gusto. | — | Removed |
| 17433 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY Gusto. | — | Removed |
| 17434 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and the Entry that garnered the next highest score will be declared a Winner. | — | Removed |
| 17435 | Should the pool of Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no Winners. | — | Removed |
| 17436 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 17437 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Contest. | — | Removed |
| 17438 | Prizes and Winner Notification. | — | Removed |
| 17439 | Each Winner will receive a $2,500 Visa gift card (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $2,500 (USD). | — | Removed |
| 17440 | The total ARV of all Prizes in a Contest Entry Period is $2,500. | — | Removed |
| 17441 | Limit: maximum of one (1) prize per Entrant. | — | Removed |
| 17442 | No cash or other prize substitution will be permitted. | — | Removed |
| 17443 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17444 | The odds of winning a Prize depends upon the total number of Entries and the skill of each Entrant. | — | Removed |
| 17445 | Each Winner will be notified by Gusto via direct message and/or email provided by Entrant. | — | Removed |
| 17446 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17447 | If Winner cannot be contacted, is ineligible, or fails to provide the requested information or claim the prize within 72 hours from the time award notification was sent, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17448 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17449 | Receipt by Winner of the prize offered in this Contest is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17450 | Taxes . | — | Removed |
| 17451 | If applicable, to the extent redeemed, each Prize will be taxable to a Winner as income. | — | Removed |
| 17452 | All federal, provincial, territorial, state and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 17453 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 17454 | United States residents may have income reported to them on IRS Form 1099 as required under IRS rules and a copy of said form will be sent to the IRS. | — | Removed |
| 17455 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 17456 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 17457 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17458 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Contest should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest. | — | Removed |
| 17459 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17460 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or violates these Official Rules. | — | Removed |
| 17461 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Contest. | — | Removed |
| 17462 | Indemnification and Limitation of Liability. | — | Removed |
| 17463 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as X, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Contest and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Contest; and (v) electronic or human error in the administration of the Contest or the processing of Entries. | — | Removed |
| 17464 | BY ENTERING THE CONTEST, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE CONTEST (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 17465 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 17466 | Personal Information . | — | Removed |
| 17467 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 17468 | Please review Gusto’s Privacy Policy, which can respectively be found at https://s.com/legal/privacy. | — | Removed |
| 17469 | Winners List . | — | Removed |
| 17470 | For the names of all Winners, send an email message to [email protected] with “Contest Winners” as the email subject. | — | Removed |
| 17471 | Requests must be received within four (4) weeks of the end of the Contest Entry Period. | — | Removed |
| 17472 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 17473 | Disputes. | — | Removed |
| 17474 | This Contest is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17475 | As a condition of participating in this Contest, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17476 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Contest). | — | Removed |
| 17477 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17478 | Effective April 21st 2025 to April 23rd 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 17479 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17480 | VOID WHERE PROHIBITED. | — | Removed |
| 17481 | THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH X. | — | Removed |
| 17482 | By entering the Gusto Community Contest (“ Contest ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17483 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17484 | Sponsor and Administrator. | — | Removed |
| 17485 | Gusto, Inc., at the address above (“ Gusto ”), is both the official sponsor and administrator of this Contest. | — | Removed |
| 17486 | Eligibility. | — | Removed |
| 17487 | The Contest is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States. | — | Removed |
| 17488 | Any individual who publishes a social media post that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17489 | Entrants must have internet access, an applicable social media account, and a valid email address. | — | Removed |
| 17490 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Contest. | — | Removed |
| 17491 | Contest is void where prohibited by law. | — | Removed |
| 17492 | Contest Entry Period. | — | Removed |
| 17493 | The Contest will begin on the date and at the time of (i) a post announcing the contest and applicable prompt on Gusto’s social media account(s) or (ii) an email announcing the contest and applicable prompt (“ Contest Announcement ”) and will end at 8:00PM PT on March 28, 2025. | — | Removed |
| 17494 | All Entries must be posted by 7:59:59PM PT on March 28, 2025 in order to be considered. | — | Removed |
| 17495 | How to Enter. | — | Removed |
| 17496 | To enter, You must create a publicly viewable social media post on the platform indicated in the Contest Announcement which includes (i) a response to the prompt and (ii) the Gusto specific hashtag, both of which are provided in the Contest Announcement (each an “ Entry ”). | — | Removed |
| 17497 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17498 | Entrants are under no obligation to purchase any insurance-related products or any other services of any kind from Gusto in order to participate or win. | — | Removed |
| 17499 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17500 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17501 | Entry Restrictions and License Grant. | — | Removed |
| 17502 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17503 | Use of any other materials may result in disqualification. | — | Removed |
| 17504 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17505 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17506 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Contest. | — | Removed |
| 17507 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name and all text and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17508 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17509 | Content Guidelines. | — | Removed |
| 17510 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17511 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Contest. | — | Removed |
| 17512 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must relate and be relevant to the Contest prompt shared in the Contest Announcement; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17513 | Contest Judging and Criteria. | — | Removed |
| 17514 | Each Entry will be judged and assigned points on a total scale of zero (0) to one hundred (100), by Gusto according to the following criteria: (i) compelling nature of response to the prompt provided by Gusto including creativity, uniqueness, and alignment with Gusto values (0-80 points), and (ii) strength of engagement on your post such as likes, comments, replies, reposts (0-20 points). | — | Removed |
| 17515 | The two (2) Entrants with the highest scores will be declared winners (each a “ Winner ”). | — | Removed |
| 17516 | To claim a Prize in this Contest, Entrants may be required to provide additional information for communication by Gusto. | — | Removed |
| 17517 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY Gusto. | — | Removed |
| 17518 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and the Entry that garnered the next highest score will be declared a Winner. | — | Removed |
| 17519 | Should the pool of Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no Winners. | — | Removed |
| 17520 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 17521 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Contest. | — | Removed |
| 17522 | Prizes and Winner Notification. | — | Removed |
| 17523 | Each Winner will receive a $2,500 Visa gift card (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $2,500 (USD). | — | Removed |
| 17524 | The total ARV of all Prizes in a Contest Entry Period is $2,500. | — | Removed |
| 17525 | Limit: maximum of one (1) prize per Entrant. | — | Removed |
| 17526 | No cash or other prize substitution will be permitted. | — | Removed |
| 17527 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17528 | The odds of winning a Prize depends upon the total number of Entries and the skill of each Entrant. | — | Removed |
| 17529 | Each Winner will be notified by Gusto via direct message and/or email provided by Entrant. | — | Removed |
| 17530 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17531 | If Winner cannot be contacted, is ineligible, or fails to provide the requested information or claim the prize within 72 hours from the time award notification was sent, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17532 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17533 | Receipt by Winner of the prize offered in this Contest is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17534 | Taxes . | — | Removed |
| 17535 | If applicable, to the extent redeemed, each Prize will be taxable to a Winner as income. | — | Removed |
| 17536 | All federal, provincial, territorial, state and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 17537 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 17538 | United States residents may have income reported to them on IRS Form 1099 as required under IRS rules and a copy of said form will be sent to the IRS. | — | Removed |
| 17539 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 17540 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 17541 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17542 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Contest should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest. | — | Removed |
| 17543 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17544 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or violates these Official Rules. | — | Removed |
| 17545 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Contest. | — | Removed |
| 17546 | Indemnification and Limitation of Liability. | — | Removed |
| 17547 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as X, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Contest and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Contest; and (v) electronic or human error in the administration of the Contest or the processing of Entries. | — | Removed |
| 17548 | BY ENTERING THE CONTEST, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE CONTEST (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 17549 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 17550 | Personal Information . | — | Removed |
| 17551 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 17552 | Please review Gusto’s Privacy Policy, which can respectively be found at https://s.com/legal/privacy. | — | Removed |
| 17553 | Winners List . | — | Removed |
| 17554 | For the names of all Winners, send an email message to [email protected] with “Contest Winners” as the email subject. | — | Removed |
| 17555 | Requests must be received within four (4) weeks of the end of the Contest Entry Period. | — | Removed |
| 17556 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 17557 | Disputes. | — | Removed |
| 17558 | This Contest is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17559 | As a condition of participating in this Contest, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17560 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Contest). | — | Removed |
| 17561 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17562 | Effective March 25th 2025 to April 21st 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 17563 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17564 | VOID WHERE PROHIBITED. | — | Removed |
| 17565 | THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH X. | — | Removed |
| 17566 | By entering the Gusto Community Contest (“ Contest ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17567 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17568 | Sponsor and Administrator. | — | Removed |
| 17569 | Gusto, Inc., at the address above (“ Gusto ”), is both the official sponsor and administrator of this Contest. | — | Removed |
| 17570 | Eligibility. | — | Removed |
| 17571 | The Contest is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States. | — | Removed |
| 17572 | Any individual who publishes a social media post that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17573 | Entrants must have internet access, an applicable social media account, and a valid email address. | — | Removed |
| 17574 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Contest. | — | Removed |
| 17575 | Contest is void where prohibited by law. | — | Removed |
| 17576 | Contest Entry Period. | — | Removed |
| 17577 | The Contest will begin on the date and at the time of (i) a post announcing the contest and applicable prompt on Gusto’s social media account(s) or (ii) an email announcing the contest and applicable prompt (“ Contest Announcement ”) and will end at 8:00PM PT on March 28, 2025. | — | Removed |
| 17578 | All Entries must be posted by 7:59:59PM PT on March 28, 2025 in order to be considered. | — | Removed |
| 17579 | How to Enter. | — | Removed |
| 17580 | To enter, You must create a publicly viewable social media post on the platform indicated in the Contest Announcement which includes (i) a response to the prompt and (ii) the Gusto specific hashtag, both of which are provided in the Contest Announcement (each an “ Entry ”). | — | Removed |
| 17581 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17582 | Entrants are under no obligation to purchase any insurance-related products or any other services of any kind from Gusto in order to participate or win. | — | Removed |
| 17583 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17584 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17585 | Entry Restrictions and License Grant. | — | Removed |
| 17586 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17587 | Use of any other materials may result in disqualification. | — | Removed |
| 17588 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17589 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17590 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Contest. | — | Removed |
| 17591 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name and all text and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17592 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17593 | Content Guidelines. | — | Removed |
| 17594 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17595 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Contest. | — | Removed |
| 17596 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must relate and be relevant to the Contest prompt shared in the Contest Announcement; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17597 | Contest Judging and Criteria. | — | Removed |
| 17598 | Each Entry will be judged and assigned points on a total scale of zero (0) to one hundred (100), by Gusto according to the following criteria: (i) compelling nature of response to the prompt provided by Gusto (0-80 points) and (ii) strength of engagement on your post such as likes, comments, replies, reposts (0-20 points). | — | Removed |
| 17599 | The ten (10) Entrants with the highest scores will be declared winners (each a “ Winner ”). | — | Removed |
| 17600 | To claim a Prize in this Contest, Entrants may be required to provide additional information for communication by Gusto. | — | Removed |
| 17601 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY Gusto. | — | Removed |
| 17602 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and the Entry that garnered the next highest score will be declared a Winner. | — | Removed |
| 17603 | Should the pool of Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no Winners. | — | Removed |
| 17604 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 17605 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Contest. | — | Removed |
| 17606 | Prizes and Winner Notification. | — | Removed |
| 17607 | Each Winner will receive a $500 Visa gift card (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $500 (USD). | — | Removed |
| 17608 | The total ARV of all Prizes in a Contest Entry Period is $500. | — | Removed |
| 17609 | Limit: maximum of one (1) prize per Entrant. | — | Removed |
| 17610 | No cash or other prize substitution will be permitted. | — | Removed |
| 17611 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17612 | The odds of winning a Prize depends upon the total number of Entries and the skill of each Entrant. | — | Removed |
| 17613 | Each Winner will be notified by Gusto via direct message and/or email provided by Entrant. | — | Removed |
| 17614 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17615 | If Winner cannot be contacted, is ineligible, or fails to provide the requested information or claim the prize within 72 hours from the time award notification was sent, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17616 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17617 | Receipt by Winner of the prize offered in this Contest is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17618 | Taxes . | — | Removed |
| 17619 | If applicable, to the extent redeemed, each Prize will be taxable to a Winner as income. | — | Removed |
| 17620 | All federal, provincial, territorial, state and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 17621 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 17622 | United States residents may have income reported to them on IRS Form 1099 as required under IRS rules and a copy of said form will be sent to the IRS. | — | Removed |
| 17623 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 17624 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 17625 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17626 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Contest should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest. | — | Removed |
| 17627 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17628 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or violates these Official Rules. | — | Removed |
| 17629 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Contest. | — | Removed |
| 17630 | Indemnification and Limitation of Liability. | — | Removed |
| 17631 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as X, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Contest and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Contest; and (v) electronic or human error in the administration of the Contest or the processing of Entries. | — | Removed |
| 17632 | BY ENTERING THE CONTEST, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE CONTEST (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 17633 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 17634 | Personal Information . | — | Removed |
| 17635 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 17636 | Please review Gusto’s Privacy Policy, which can respectively be found at https://s.com/legal/privacy. | — | Removed |
| 17637 | Winners List . | — | Removed |
| 17638 | For the names of all Winners, send an email message to [email protected] with “Contest Winners” as the email subject. | — | Removed |
| 17639 | Requests must be received within four (4) weeks of the end of the Contest Entry Period. | — | Removed |
| 17640 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 17641 | Disputes. | — | Removed |
| 17642 | This Contest is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17643 | As a condition of participating in this Contest, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17644 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Contest). | — | Removed |
| 17645 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17646 | Effective February 25th 2025 to March 25th 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 17647 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17648 | VOID WHERE PROHIBITED. | — | Removed |
| 17649 | THIS CONTEST IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH X. | — | Removed |
| 17650 | By entering the Gusto Community Contest (“ Contest ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17651 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17652 | Sponsor and Administrator. | — | Removed |
| 17653 | Gusto, Inc., at the address above (“ Gusto ”), is both the official sponsor and administrator of this Contest. | — | Removed |
| 17654 | Eligibility. | — | Removed |
| 17655 | The Contest is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States. | — | Removed |
| 17656 | Any individual who publishes a social media post that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17657 | Entrants must have internet access, an applicable social media account, and a valid email address. | — | Removed |
| 17658 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Contest. | — | Removed |
| 17659 | Contest is void where prohibited by law. | — | Removed |
| 17660 | Contest Entry Period. | — | Removed |
| 17661 | The Contest will begin on the date and at the time of (i) a post announcing the contest and applicable prompt on Gusto’s social media account(s) or (ii) an email announcing the contest and applicable prompt (“ Contest Announcement ”) and will end at 8:00PM PT on February 28, 2025. | — | Removed |
| 17662 | All Entries must be posted by 7:59:59PM PT on February 28, 2025 in order to be considered. | — | Removed |
| 17663 | How to Enter. | — | Removed |
| 17664 | To enter, You must create a publicly viewable social media post on the platform indicated in the Contest Announcement which includes (i) a response to the prompt and (ii) the Gusto specific hashtag, both of which are provided in the Contest Announcement (each an “ Entry ”). | — | Removed |
| 17665 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17666 | Entrants are under no obligation to purchase any insurance-related products or any other services of any kind from Gusto in order to participate or win. | — | Removed |
| 17667 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17668 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17669 | Entry Restrictions and License Grant. | — | Removed |
| 17670 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17671 | Use of any other materials may result in disqualification. | — | Removed |
| 17672 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17673 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17674 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Contest. | — | Removed |
| 17675 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name and all text and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17676 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17677 | Content Guidelines. | — | Removed |
| 17678 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17679 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Contest. | — | Removed |
| 17680 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must relate and be relevant to the Contest prompt shared in the Contest Announcement; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17681 | Contest Judging and Criteria. | — | Removed |
| 17682 | Each Entry will be judged and assigned points on a total scale of zero (0) to one hundred (100), by Gusto according to the following criteria: (i) compelling nature of response to the prompt provided by Gusto (0-80 points) and (ii) strength of engagement on your post such as likes, comments, replies, reposts (0-20 points). | — | Removed |
| 17683 | The ten (10) Entrants with the highest scores will be declared winners (each a “ Winner ”). | — | Removed |
| 17684 | To claim a Prize in this Contest, Entrants may be required to provide additional information for communication by Gusto. | — | Removed |
| 17685 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY Gusto. | — | Removed |
| 17686 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and the Entry that garnered the next highest score will be declared a Winner. | — | Removed |
| 17687 | Should the pool of Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no Winners. | — | Removed |
| 17688 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 17689 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Contest. | — | Removed |
| 17690 | Prizes and Winner Notification. | — | Removed |
| 17691 | Each Winner will receive a $500 Visa gift card (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $500 (USD). | — | Removed |
| 17692 | The total ARV of all Prizes in a Contest Entry Period is $500. | — | Removed |
| 17693 | Limit: maximum of one (1) prize per Entrant. | — | Removed |
| 17694 | No cash or other prize substitution will be permitted. | — | Removed |
| 17695 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17696 | The odds of winning a Prize depends upon the total number of Entries and the skill of each Entrant. | — | Removed |
| 17697 | Each Winner will be notified by Gusto via direct message and/or email provided by Entrant. | — | Removed |
| 17698 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17699 | If Winner cannot be contacted, is ineligible, or fails to provide the requested information or claim the prize within 72 hours from the time award notification was sent, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17700 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17701 | Receipt by Winner of the prize offered in this Contest is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17702 | Taxes . | — | Removed |
| 17703 | If applicable, to the extent redeemed, each Prize will be taxable to a Winner as income. | — | Removed |
| 17704 | All federal, provincial, territorial, state and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 17705 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 17706 | United States residents may have income reported to them on IRS Form 1099 as required under IRS rules and a copy of said form will be sent to the IRS. | — | Removed |
| 17707 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 17708 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 17709 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17710 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Contest should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest. | — | Removed |
| 17711 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17712 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or violates these Official Rules. | — | Removed |
| 17713 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Contest. | — | Removed |
| 17714 | Indemnification and Limitation of Liability. | — | Removed |
| 17715 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as X, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Contest and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Contest; and (v) electronic or human error in the administration of the Contest or the processing of Entries. | — | Removed |
| 17716 | BY ENTERING THE CONTEST, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE CONTEST (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 17717 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 17718 | Personal Information . | — | Removed |
| 17719 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 17720 | Please review Gusto’s Privacy Policy, which can respectively be found at https://s.com/legal/privacy. | — | Removed |
| 17721 | Winners List . | — | Removed |
| 17722 | For the names of all Winners, send an email message to [email protected] with “Contest Winners” as the email subject. | — | Removed |
| 17723 | Requests must be received within four (4) weeks of the end of the Contest Entry Period. | — | Removed |
| 17724 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 17725 | Disputes. | — | Removed |
| 17726 | This Contest is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17727 | As a condition of participating in this Contest, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17728 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Contest). | — | Removed |
| 17729 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17730 | Effective February 18th 2025 to February 25th 2025 Download Table of Contents By entering the Gusto Community Contest (“ Contest ”), You (on behalf of yourself as an individual or your business as applicable) represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17731 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17732 | Sponsor and Administrator. | — | Removed |
| 17733 | Gusto, Inc., at the address above (“ Gusto ”), is both the official sponsor and administrator of this Contest. | — | Removed |
| 17734 | Eligibility. | — | Removed |
| 17735 | The Contest is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States. | — | Removed |
| 17736 | Any individual who publishes a social media post that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17737 | Entrants must have internet access, an applicable social media account, and a valid email address. | — | Removed |
| 17738 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Contest. | — | Removed |
| 17739 | Contest is void where prohibited by law. | — | Removed |
| 17740 | Contest Entry Period. | — | Removed |
| 17741 | The Contest will begin on the date and at the time of posting of these Official Rules on Gusto’s social media account(s) (“ Contest Announcement ”) and will end at the time indicated in such post. | — | Removed |
| 17742 | All Entries must be posted by the time indicated in the Contest Announcement in order to be considered. | — | Removed |
| 17743 | How to Enter. | — | Removed |
| 17744 | To enter, You must create a publicly viewable social media post on the platform indicated in the Contest Announcement which includes (i) a response to the prompt and (ii) the Gusto specific hashtag, both of which are provided in the Contest Announcement (each an “ Entry ”). | — | Removed |
| 17745 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17746 | Entrants are under no obligation to purchase any insurance-related products or any other services of any kind from Gusto in order to participate or win. | — | Removed |
| 17747 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17748 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17749 | Entry Restrictions and License Grant. | — | Removed |
| 17750 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17751 | Use of any other materials may result in disqualification. | — | Removed |
| 17752 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17753 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17754 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Contest. | — | Removed |
| 17755 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name and all text and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17756 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17757 | Entrant hereby forever waives and relinquishes all “moral rights” now or hereafter recognized in connection with its Entry. | — | Removed |
| 17758 | Content Guidelines. | — | Removed |
| 17759 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17760 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Contest. | — | Removed |
| 17761 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must relate and be relevant to the Contest prompt shared in the Contest Announcement; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17762 | Contest Judging and Criteria. | — | Removed |
| 17763 | Each Entry will be judged and assigned points on a total scale of zero (0) to one hundred (100), by Gusto according to the following criteria: (i) strength of story as addressed by the prompt provided by Gusto (0-80 points) and (ii) strength of engagement on your post such as likes, comments, replies, reposts (0-20 points). | — | Removed |
| 17764 | The ten (10) Entrants with the highest scores will be declared winners (each a “Winner”). | — | Removed |
| 17765 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and the Entry that garnered the next highest score will be declared a Winner. | — | Removed |
| 17766 | Should the pool of Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no Winners. | — | Removed |
| 17767 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 17768 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Contest. | — | Removed |
| 17769 | Prizes and Winner Notification. | — | Removed |
| 17770 | Winners will receive the prizes as indicated in the Announcement Post. | — | Removed |
| 17771 | Limit: maximum of one (1) prize per Entrant. | — | Removed |
| 17772 | No cash or other prize substitution will be permitted. | — | Removed |
| 17773 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17774 | Each Winner will be notified by Gusto via direct message and/or email provided by Entrant. | — | Removed |
| 17775 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17776 | If Winner cannot be contacted, is ineligible, or fails to claim the prize within 72 hours from the time award notification was sent, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17777 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17778 | Receipt by Winner of the prize offered in this Contest is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17779 | Gusto Reservation of Rights. | — | Removed |
| 17780 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17781 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Contest should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest. | — | Removed |
| 17782 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17783 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Contest or violates these Official Rules. | — | Removed |
| 17784 | Indemnification and Limitation of Liability. | — | Removed |
| 17785 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Contest and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Contest; and (v) electronic or human error in the administration of the Contest or the processing of Entries. | — | Removed |
| 17786 | Disputes. | — | Removed |
| 17787 | This Contest is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17788 | As a condition of participating in this Contest, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Contest, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17789 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Contest). | — | Removed |
| 17790 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17791 | April 2025 Partner Promotion Terms Version Version 2.0 (Current) Version 1.0 Effective March 26th 2025 Download Table of Contents Last updated March 21, 2025 These April 2025 Accountant Partner 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 “ Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the Promotion (as defined below). | — | Removed |
| 17792 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17793 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Promotion. | — | Removed |
| 17794 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17795 | By participating in this Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17796 | Subject to these Promotion Terms, Qualified Partner Clients will be eligible for the Promotion (as defined below). | — | Removed |
| 17797 | Eligibility To participate in the Promotion, you must be enrolled in the Accountant Program and in good standing by or before March 24, 2025. | — | Removed |
| 17798 | In order to be eligible for the Promotion, you must add at least one (1) Qualified Partner Client during the period beginning on March 24, 2025 and ending on April 29, 2025 (“Promotion Period”). | — | Removed |
| 17799 | A “Qualified Partner Client” is defined as a Partner Client that (a) was previously a customer of Quickbooks Online or Quickbooks Desktop; (b) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing ) through the Partner’s “Add Client” screen in Gusto Pro or through a Partner referral ( see here for more information on Partner Referrals) (such enrollment, the “Enrollment” or being “Enrolled”); (c) has run at least one Gusto Payroll during the Promotion Period; (d) has a federal EIN that has not previously been used on Gusto; (e) maintains an Employer Account in good standing through the Promotion Period; and (f) remains your Partner Client for the Promotion Period. | — | Removed |
| 17800 | Promotion Qualified Partner Clients will be eligible for twelve (12) consecutive months of free Gusto Services at the start of Qualified Partner Client’s relationship with Gusto (the “ Promotion ”). “ Gusto Services ” shall have the same meaning that it does under the Accountant Program Terms, restated here for reference, the cloud-based payroll and human resources services listed under an Employer’s Service Plan as described at www.gusto.com/product/pricing , and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 17801 | Partners must not 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. | — | Removed |
| 17802 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17803 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17804 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner or Partner Client is abusing the Promotion. | — | Removed |
| 17805 | This Promotion may not be combined or stacked. | — | Removed |
| 17806 | Effective March 21st 2025 to March 26th 2025 Download Table of Contents Last updated March 21, 2025 These April 2025 Accountant Partner 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 “ Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the Promotion (as defined below). | — | Removed |
| 17807 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 17808 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Promotion. | — | Removed |
| 17809 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 17810 | By participating in this Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 17811 | Subject to these Promotion Terms, Qualified Partner Clients will be eligible for the Promotion (as defined below). | — | Removed |
| 17812 | Eligibility To participate in the Promotion, you must be enrolled in the Accountant Program and in good standing by or before March 24, 2025. | — | Removed |
| 17813 | In order to be eligible for the Promotion, you must add at least one (1) Qualified Partner Client during the period beginning on March 24, 2025 and ending on April 30, 2025 (“Promotion Period”). | — | Removed |
| 17814 | A “Qualified Partner Client” is defined as a Partner Client that (a) was previously a customer of Quickbooks Online or Quickbooks Desktop; (b) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing ) through the Partner’s “Add Client” screen in Gusto Pro or through a Partner referral ( see here for more information on Partner Referrals) (such enrollment, the “Enrollment” or being “Enrolled”); (c) has run at least one Gusto Payroll during the Promotion Period; (d) has a federal EIN that has not previously been used on Gusto; (e) maintains an Employer Account in good standing through the Promotion Period; and (f) remains your Partner Client for the Promotion Period. | — | Removed |
| 17815 | Promotion Qualified Partner Clients will be eligible for twelve (12) consecutive months of free Gusto Services at the start of Qualified Partner Client’s relationship with Gusto (the “ Promotion ”). “ Gusto Services ” shall have the same meaning that it does under the Accountant Program Terms, restated here for reference, the cloud-based payroll and human resources services listed under an Employer’s Service Plan as described at www.gusto.com/product/pricing , and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 17816 | Partners must not 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. | — | Removed |
| 17817 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 17818 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 17819 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner or Partner Client is abusing the Promotion. | — | Removed |
| 17820 | This Promotion may not be combined or stacked. | — | Removed |
| 17821 | Arbitration Opt-Out Notice Version Version 5.0 (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective November 15th 2024 Download Table of Contents Last updated on February 21, 2024 In order to opt your business out of arbitration, you must complete, sign and email the Arbitration Opt-Out Notice below to [email protected] no later than thirty (30) days after the date you accept the applicable terms of service for your business for the first time or, for current Gusto users, within thirty (30) days of Gusto’s notice of modifications to the terms of service. | — | Removed |
| 17822 | It’s your responsibility to email the Arbitration Opt-Out Notice by the applicable deadline. | — | Removed |
| 17823 | Please note: This Arbitration Opt-Out Notice does not apply to individuals seeking to opt out of arbitration on behalf of themselves as individual users of Gusto. | — | Removed |
| 17824 | Please see the Gusto Members Terms of Service for more information on how to opt out of arbitration on behalf of yourself as an individual. | — | Removed |
| 17825 | Arbitration Opt-Out Notice I am writing to provide notice that I’m opting my business/the business I represent out of the Arbitration Provision as further described below: My Full Name : _________________________________________________________ Name of Company/Business Entity I am Opting-Out : You may only opt out one business entity per Opt-Out Notice. | — | Removed |
| 17826 | This entity must be an entity for whom you act as a Gusto account administrator or signatory. _____________________________________________________________________ Street Address : ________________________________________________________ City/Town : ____________________________________________________________ State : ________________________________________________________________ Zip Code : _____________________________________________________________ Business Phone Number : ________________________________________________ Email Address for Gusto Account Administrator : ______________________________ Please sign and date below to finalize this Opt-Out Notice. | — | Removed |
| 17827 | By signing, you confirm that you have reviewed all instructions on this Opt-Out Notice, and you represent that you are an authorized representative of the business entity listed on this Opt-Out Notice and have the right to determine such business entity’s dispute resolution procedures. | — | Removed |
| 17828 | Signature : _____________________________ Date : _________________________________ Please email this completed form to [email protected] . | — | Removed |
| 17829 | Effective February 21st 2024 to November 15th 2024 Download Table of Contents Last updated on February 21, 2024 In order to opt your business out of arbitration, you must complete, sign and email the Arbitration Opt-Out Notice below to [email protected] no later than thirty (30) days after the date you accept the applicable terms of service for your business for the first time or, for current Gusto users, within thirty (30) days of Gusto’s notice of modifications to the terms of service. | — | Removed |
| 17830 | It’s your responsibility to email the Arbitration Opt-Out Notice by the applicable deadline. | — | Removed |
| 17831 | Please note: This Arbitration Opt-Out Notice does not apply to individuals seeking to opt out of arbitration on behalf of themselves as individual users of Gusto. | — | Removed |
| 17832 | Please see the Gusto Members Terms of Service for more information on how to opt out of arbitration on behalf of yourself as an individual. | — | Removed |
| 17833 | Arbitration Opt-Out Notice I am writing to provide notice that I’m opting my business/the business I represent out of the Arbitration Provision as further described below: My Full Name : _________________________________________________________ Name of Company/Business Entity I am Opting-Out : You may only opt out one business entity per Opt-Out Notice. | — | Removed |
| 17834 | This entity must be an entity for whom you act as a Gusto account administrator or signatory. _____________________________________________________________________ Street Address : ________________________________________________________ City/Town : ____________________________________________________________ State : ________________________________________________________________ Zip Code : _____________________________________________________________ Business Phone Number : ________________________________________________ Email Address for Gusto Account Administrator : ______________________________ Please sign and date below to finalize this Opt-Out Notice. | — | Removed |
| 17835 | By signing, you confirm that you have reviewed all instructions on this Opt-Out Notice, and you represent that you are an authorized representative of the business entity listed on this Opt-Out Notice and have the right to determine such business entity’s dispute resolution procedures. | — | Removed |
| 17836 | Signature : _____________________________ Date : _________________________________ Please email this completed form to [email protected] . | — | Removed |
| 17837 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last updated on February 21, 2024 In order to opt your business out of arbitration, you must complete, sign and email the Arbitration Opt-Out Notice below to [email protected] no later than thirty (30) days after the date you accept the applicable terms of service for your business for the first time or, for current Gusto users, within thirty (30) days of Gusto’s notice of modifications to the terms of service. | — | Removed |
| 17838 | It’s your responsibility to email the Arbitration Opt-Out Notice by the applicable deadline. | — | Removed |
| 17839 | Please note: This Arbitration Opt-Out Notice does not apply to individuals seeking to opt out of arbitration on behalf of themselves as individual users of Gusto. | — | Removed |
| 17840 | Please see the Gusto Members Terms of Service for more information on how to opt out of arbitration on behalf of yourself as an individual. | — | Removed |
| 17841 | Arbitration Opt-Out Notice I am writing to provide notice that I’m opting my business/the business I represent out of the Arbitration Provision as further described below: My Full Name : _________________________________________________________ Name of Company/Business Entity I am Opting-Out : You may only opt out one business entity per Opt-Out Notice. | — | Removed |
| 17842 | This entity must be an entity for whom you act as a Gusto account administrator or signatory. _____________________________________________________________________ Street Address : ________________________________________________________ City/Town : ____________________________________________________________ State : ________________________________________________________________ Zip Code : _____________________________________________________________ Business Phone Number : ________________________________________________ Email Address for Gusto Account Administrator : ______________________________ Please sign and date below to finalize this Opt-Out Notice. | — | Removed |
| 17843 | By signing, you confirm that you have reviewed all instructions on this Opt-Out Notice, and you represent that you are an authorized representative of the business entity listed on this Opt-Out Notice and have the right to determine such business entity’s dispute resolution procedures . | — | Removed |
| 17844 | Signature : _____________________________ Date : _________________________________ Please email this completed form to [email protected] . | — | Removed |
| 17845 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last updated on February 21, 2024 In order to opt your business out of arbitration, you must complete, sign and email the Arbitration Opt-Out Notice below to [email protected] no later than thirty (30) days after the date you accept the applicable terms of service for your business for the first time or, for current Gusto users, within thirty (30) days of Gusto’s notice of modifications to the terms of service. | — | Removed |
| 17846 | It’s your responsibility to email the Arbitration Opt-Out Notice by the applicable deadline. | — | Removed |
| 17847 | Please note: This Arbitration Opt-Out Notice does not apply to individuals seeking to opt out of arbitration on behalf of themselves as individual users of Gusto. | — | Removed |
| 17848 | Please see the Gusto Members Terms of Service for more information on how to opt out of arbitration on behalf of yourself as an individual. | — | Removed |
| 17849 | Arbitration Opt-Out Notice I am writing to provide notice that I’m opting my business/the business I represent out of the Arbitration Provision as further described below: My Full Name : _________________________________________________________ Name of Company/Business Entity I am Opting-Out : You may only opt out one business entity per Opt-Out Notice. | — | Removed |
| 17850 | This entity must be an entity for whom you act as a Gusto account administrator or signatory. _____________________________________________________________________ Street Address : ________________________________________________________ City/Town : ____________________________________________________________ State : ________________________________________________________________ Zip Code : _____________________________________________________________ Business Phone Number : ________________________________________________ Email Address for Gusto Account Administrator : ______________________________ Please sign and date below to finalize this Opt-Out Notice. | — | Removed |
| 17851 | By signing, you confirm that you have reviewed all instructions on this Opt-Out Notice, and you represent that you are an authorized representative of the business entity listed on this Opt-Out Notice and have the right to determine such business entity’s dispute resolution procedures. | — | Removed |
| 17852 | Signature : _____________________________ Date : _________________________________ Please email this completed form to [email protected] . | — | Removed |
| 17853 | Effective February 21st 2024 to February 21st 2024 Download Table of Contents Last updated on February 21, 2024 In order to opt your business out of arbitration, you must complete, sign and email the Arbitration Opt-Out Notice below to [email protected] no later than thirty (30) days after the date you accept the applicable terms of service for your business for the first time or, for current Gusto users, within thirty (30) days of Gusto’s notice of modifications to the terms of service. | — | Removed |
| 17854 | It’s your responsibility to email the Arbitration Opt-Out Notice by the applicable deadline. | — | Removed |
| 17855 | Please note: This Arbitration Opt-Out Notice does not apply to individuals seeking to opt out of arbitration on behalf of themselves as individual users of Gusto. | — | Removed |
| 17856 | Please see the Gusto Members Terms of Service for more information on how to opt out of arbitration on behalf of yourself as an individual. | — | Removed |
| 17857 | Arbitration Opt-Out Notice I am writing to provide notice that I’m opting my business/the business I represent out of the Arbitration Provision as further described below: My Full Name : _________________________________________________________ Name of Company/Business Entity I am Opting-Out : You may only opt out one business entity per Opt-Out Notice. | — | Removed |
| 17858 | This entity must be an entity for whom you act as a Gusto account administrator or signatory. _____________________________________________________________________ Street Address : ________________________________________________________ City/Town : ____________________________________________________________ State : ________________________________________________________________ Zip Code : _____________________________________________________________ Business Phone Number : ________________________________________________ Email Address for Gusto Account Administrator : ______________________________ Please sign and date below to finalize this Opt-Out Notice. | — | Removed |
| 17859 | By signing, you confirm that you have reviewed all instructions on this Opt-Out Notice, and you represent that you are an authorized representative of the business entity listed on this Opt-Out Notice and have the right to determine such business entity’s dispute resolution procedures. | — | Removed |
| 17860 | Signature : _____________________________ Date : _________________________________ Please email this completed form to [email protected] . | — | Removed |
| 17861 | Community Sweepstakes Official Rules Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective July 25th 2025 Download Table of Contents Gusto Community Sweepstakes Official Rules NO ENTRY FEE. | — | Removed |
| 17862 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17863 | VOID WHERE PROHIBITED. | — | Removed |
| 17864 | THIS SWEEPSTAKES IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH ANY SOCIAL MEDIA PLATFORM, INCLUDING BUT NOT LIMITED TO, LINKEDIN, INSTAGRAM OR TIKTOK. | — | Removed |
| 17865 | By entering the sweepstakes identified in the Current Gusto Sweepstakes table below (“ Sweepstakes ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17866 | For the purposes of these Official Rules, “ Sweepstakes Post ” means the social media post published by Gusto that announces and initiates a specific Sweepstakes on the applicable social media platform(s) as specified in the Current Gusto Sweepstakes table below. | — | Removed |
| 17867 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17868 | Sponsor and Administrator. | — | Removed |
| 17869 | Gusto, Inc., 525 20th Street, San Francisco, CA 94107 (“ Gusto ”), is both the official sponsor and administrator of this Sweepstakes. | — | Removed |
| 17870 | Eligibility. | — | Removed |
| 17871 | The Sweepstakes is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States, excluding residents of New York, Florida, Rhode Island, Puerto Rico. | — | Removed |
| 17872 | Any individual who submits an entry that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17873 | Entrants must have internet access, active accounts on the social media platforms specified in the Current Gusto Sweepstakes table below, and a valid email address. | — | Removed |
| 17874 | Employees, officers and directors of Gusto or any Gusto partner associated with these Sweepstakes, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Sweepstakes. | — | Removed |
| 17875 | Sweepstakes is void where prohibited by law. | — | Removed |
| 17876 | Sweepstakes Entry Periods. | — | Removed |
| 17877 | The Sweepstakes consists of the promotional period(s) specified in the Current Gusto Sweepstakes table below (each a “ Promotional Period ”). | — | Removed |
| 17878 | Each Promotional Period begins when the Sweepstakes Post is published by Gusto and ends as specified in the Current Gusto Sweepstakes table below. | — | Removed |
| 17879 | All Entries for each Promotional Period must be submitted by the end time of the respective Promotional Period to be eligible for the drawing associated with that period. | — | Removed |
| 17880 | Unless otherwise specified in the Current Gusto Sweepstakes table below, entries from one Promotional Period will not carry over to subsequent Promotional Periods. | — | Removed |
| 17881 | How to Enter. | — | Removed |
| 17882 | The method(s) to enter the Sweepstakes are specified in the Current Gusto Sweepstakes table below (each an “ Entry ”). | — | Removed |
| 17883 | Entries must be submitted in direct response to the Sweepstakes Post as detailed in the Entry Method(s) section of the Current Gusto Sweepstakes table. | — | Removed |
| 17884 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17885 | Entrants are under no obligation to purchase any products or services of any kind from Gusto in order to participate or win. | — | Removed |
| 17886 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17887 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17888 | Entry Restrictions and License Grant. | — | Removed |
| 17889 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17890 | Use of any other materials may result in disqualification. | — | Removed |
| 17891 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17892 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17893 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Sweepstakes. | — | Removed |
| 17894 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name, social media handle, profile image, and all text, audio, video and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17895 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17896 | Content Guidelines. | — | Removed |
| 17897 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 17898 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Sweepstakes. | — | Removed |
| 17899 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must comply with the applicable social media platforms’ terms of service and community guidelines; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 17900 | Winner Selection. | — | Removed |
| 17901 | The number of winners specified in the Current Gusto Sweepstakes table below will be selected in a random drawing of all eligible Entries received during each Promotional Period (each a “ Winner ”). | — | Removed |
| 17902 | The random drawings will be conducted by Gusto or its designated representatives within approximately five (5) business days after the end of each Promotional Period. | — | Removed |
| 17903 | The odds of winning depend on the total number of eligible Entries received during each Promotional Period. | — | Removed |
| 17904 | To claim a Prize in this Sweepstakes, Entrants may be required to provide additional information including but not limited to full legal name, mailing address, email address, date of birth, and tax identification number. | — | Removed |
| 17905 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY GUSTO. | — | Removed |
| 17906 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and an alternate Winner will be selected in a random drawing from among the remaining eligible Entries. | — | Removed |
| 17907 | Gusto’s decisions in all matters relating to this Sweepstakes will be final and binding. | — | Removed |
| 17908 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Sweepstakes. | — | Removed |
| 17909 | Prizes and Winner Notification. | — | Removed |
| 17910 | Each Winner will receive the prize specified in the Current Gusto Sweepstakes table below (the “Prize”), with the approximate retail value (“ ARV ”) as specified in the Current Gusto Sweepstakes table below. | — | Removed |
| 17911 | Limit: maximum of one (1) prize per Entrant across all Promotional Periods. | — | Removed |
| 17912 | No prize substitution will be permitted except by Gusto, who reserves the right to substitute a prize of equal or greater value if the advertised Prize becomes unavailable. | — | Removed |
| 17913 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 17914 | The odds of winning a Prize depends upon the total number of eligible Entries received during the applicable Promotional Period. | — | Removed |
| 17915 | Each Winner will be notified by Gusto via direct message on the platform where their winning Entry was submitted and/or email provided by Entrant. | — | Removed |
| 17916 | Winners must respond within five (5) business days and may be required to complete, sign, and return an Affidavit of Eligibility, Liability Release, and Publicity Release, as well as a W-9 tax form within ten (10) business days of notification. | — | Removed |
| 17917 | Failure to comply with these requirements or to return any required documents within the specified time period may result in disqualification and selection of an alternate winner. | — | Removed |
| 17918 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, private account settings or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 17919 | If Winner cannot be contacted, is ineligible, or fails to comply with the requirements to claim the prize, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 17920 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 17921 | Receipt by Winner of the prize offered in this Sweepstakes is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 17922 | Taxes . | — | Removed |
| 17923 | Each Prize will be taxable to a Winner as income. | — | Removed |
| 17924 | All federal,state, and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 17925 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 17926 | As required by law, Gusto will issue an IRS Form 1099-MISC to each Winner for the calendar year in which the Prize is awarded if the Prize value exceeds $600. | — | Removed |
| 17927 | Winners must provide Gusto with a valid social security number or taxpayer identification number and must complete a W-9 form before the Prize can be awarded. | — | Removed |
| 17928 | Failure to provide accurate information on the W-9 form may result in penalties from the IRS. | — | Removed |
| 17929 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 17930 | Sweepstakes Compliance. | — | Removed |
| 17931 | This Sweepstakes is subject to all applicable federal, state, and local laws and regulations. | — | Removed |
| 17932 | Void where prohibited or restricted by law. | — | Removed |
| 17933 | Gusto reserves the right to comply with any requirements imposed by applicable law, including but not limited to: (a) maintaining records of all entries received, including the date of entry and the entrant’s name, address, email address, and telephone number; (b) providing the names of all winners to any governmental agency that requests such information; (c) providing a copy of these Official Rules to any person who requests them; and (d) awarding prizes as described in these Official Rules or providing notice if any change to the prizes becomes necessary. | — | Removed |
| 17934 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 17935 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 17936 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Sweepstakes should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Sweepstakes. | — | Removed |
| 17937 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 17938 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Sweepstakes or violates these Official Rules. | — | Removed |
| 17939 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Sweepstakes. | — | Removed |
| 17940 | Indemnification and Limitation of Liability. | — | Removed |
| 17941 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as the social media platforms specified in the Current Gusto Sweepstakes table below, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Sweepstakes and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Sweepstakes; and (v) electronic or human error in the administration of the Sweepstakes or the processing of Entries. | — | Removed |
| 17942 | BY ENTERING THE SWEEPSTAKES, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE SWEEPSTAKES (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 17943 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 17944 | Personal Information. | — | Removed |
| 17945 | Gusto may collect personal data about entrants online, in accordance with its privacy notice and as may be more specifically set forth in these Official Rules. | — | Removed |
| 17946 | Please review Gusto's Privacy Notice, which can be found at http://gusto.com/legal/privacy . | — | Removed |
| 17947 | Winners List. | — | Removed |
| 17948 | For the names of all Winners, send an email message to [email protected] with "Sweepstakes Winners [Sweepstakes Name, as found in the Current Gusto Sweepstakes table below]" as the email subject. | — | Removed |
| 17949 | Requests must be received within four (4) weeks of each Sweepstakes Promotional Period. | — | Removed |
| 17950 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 17951 | Disputes. | — | Removed |
| 17952 | This Sweepstakes is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 17953 | As a condition of participating in this Sweepstakes, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Sweepstakes, shall be involved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 17954 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including resonable attorney's fees, other than participant's actual out-of-pocket expenses (i.e., costs associated with entering this Sweepstakes). | — | Removed |
| 17955 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 17956 | Current Gusto Sweepstakes Sweepstakes Name Social Media Platform(s) Promotional Period(s) Entry Method(s) Prize Description and ARV Number of Winners Gusto + Jobber August 2025 Instagram Sweepstakes begins at the time of the Sweepstakes Post and ends five (5) business days later at 11:59:59 PM PT. | — | Removed |
| 17957 | (i) Follow @gustoHQ, (ii) Follow @getjobber, and (iii) tag a friend via a Comment on the Sweepstakes PostSharing the Sweepstakes Post on your Instagram Story will count as an additional Entry.A maximum of two (2) Entries per Entrant is permitted. | — | Removed |
| 17958 | Swag bag of items contributed by both Jobber and Gusto with an approximate ARV of four hundred dollars ($400). | — | Removed |
| 17959 | One (1) Effective April 21st 2025 to July 25th 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 17960 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 17961 | VOID WHERE PROHIBITED. | — | Removed |
| 17962 | THIS SWEEPSTAKES IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH INSTAGRAM OR TIKTOK. | — | Removed |
| 17963 | By entering the Gusto Community Sweepstakes (“ Sweepstakes ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 17964 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 17965 | Sponsor and Administrator. | — | Removed |
| 17966 | Gusto, Inc., 525 20th Street, San Francisco, CA 94107 (“ Gusto ”), is both the official sponsor and administrator of this Sweepstakes. | — | Removed |
| 17967 | Eligibility. | — | Removed |
| 17968 | The Sweepstakes is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States, excluding residents of New York, Florida, Rhode Island, Puerto Rico. | — | Removed |
| 17969 | Any individual who follows @GustoHQ on both Instagram and TikTok and submits an entry that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 17970 | Entrants must have internet access, active Instagram and TikTok accounts, and a valid email address. | — | Removed |
| 17971 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Sweepstakes. | — | Removed |
| 17972 | Sweepstakes is void where prohibited by law. | — | Removed |
| 17973 | Sweepstakes Entry Periods. | — | Removed |
| 17974 | The Sweepstakes consists of two separate promotional periods: (i) Promotional Period 1 begins at 12:00:01AM PT on April 7, 2025 and ends at 11:59:59PM PT on April 13, 2025; (ii) Promotional Period 2 begins at 12:00:01AM PT on April 21, 2025 and ends at 11:59:59PM PT on April 27, 2025, (each a “ Promotional Period ”). | — | Removed |
| 17975 | All Entries for each Promotional Period must be submitted by the end time of the respective Promotional Period to be eligible for the drawing associated with that period. | — | Removed |
| 17976 | Entries from Promotional Period 1 will not carry over to Promotional Period 2. | — | Removed |
| 17977 | How to Enter. | — | Removed |
| 17978 | There are two methods to enter the Sweepstakes: (i) Method 1 (1 Entry), follow @GustoHQ on both Instagram and TikTok and leave a comment on the official Sweepstakes announcement post on either platform during the applicable Promotional Period; (ii) Method 2 (30 Entries), follow @GustoHQ on both Instagram and TikTok and create a stitch with the pinned TikTok video on @GustHQ’s TikTok profile during the applicable Promotional Period (each an “ Entry ”). | — | Removed |
| 17979 | Limit of one (1) entry per Method 1 and one (1) entry per Method 2 per person per Promotional Period. | — | Removed |
| 17980 | Multiple comments will not result in additional entries. | — | Removed |
| 17981 | All entries must be publicly viewable. | — | Removed |
| 17982 | Private accounts or comments/stiches that are not publicly viewable will not be eligible. | — | Removed |
| 17983 | Alternative Method of Entry : To enter without using social media, send an email to [email protected] with the subject line, "Gusto Community Sweepstakes Entry" and include your full name, email address, and phone number in the body of the email. | — | Removed |
| 17984 | Each email counts as one (1) entry. | — | Removed |
| 17985 | Limit one (1) email entry per person per promotional period. | — | Removed |
| 17986 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 17987 | Entrants are under no obligation to purchase any products or services of any kind from Gusto in order to participate or win. | — | Removed |
| 17988 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 17989 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 17990 | Entry Restrictions and License Grant. | — | Removed |
| 17991 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 17992 | Use of any other materials may result in disqualification. | — | Removed |
| 17993 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 17994 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 17995 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Sweepstakes. | — | Removed |
| 17996 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name, social media handle, profile image, and all text, audio, video and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 17997 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 17998 | Content Guidelines. | — | Removed |
| 17999 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 18000 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Sweepstakes. | — | Removed |
| 18001 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must comply with Instagram and TikTok’s terms of service and community guidelines; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 18002 | Winner Selection. | — | Removed |
| 18003 | Three (3) winners from each Promotional Period will be selected in a random drawing from all eligible Entries received during that Promotional Period, for a total of six (6) winners (each a “ Winner ”). | — | Removed |
| 18004 | The random drawings will be conducted by Gusto or its designated representatives within approximately five (5) business days after the end of each Promotional Period. | — | Removed |
| 18005 | The odds of winning depend on the total number of eligible Entries received during each Promotional Period. | — | Removed |
| 18006 | To claim a Prize in this Sweepstakes, Entrants may be required to provide additional information including but not limited to full legal name, mailing address, email address, date of birth, and tax identification number. | — | Removed |
| 18007 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY GUSTO. | — | Removed |
| 18008 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and an alternate Winner will be selected in a random drawing from among the remaining eligible Entries. | — | Removed |
| 18009 | Gusto’s decisions in all matters relating to this Sweepstakes will be final and binding. | — | Removed |
| 18010 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Sweepstakes. | — | Removed |
| 18011 | Prizes and Winner Notification. | — | Removed |
| 18012 | Each Winner will receive $3,500 USD, payable by check or electronic funds transfer (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $3,500 USD. | — | Removed |
| 18013 | The total ARV of all Prizes across both Promotional Periods is $21,000 USD. | — | Removed |
| 18014 | Limit: maximum of one (1) prize per Entrant across all Promotional Periods. | — | Removed |
| 18015 | No prize substitution will be permitted except by Gusto, who reserves the right to substitute a prize of equal or greater value if the advertised Prize becomes unavailable. | — | Removed |
| 18016 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 18017 | The odds of winning a Prize depends upon the total number of eligible Entries received during the applicable Promotional Period. | — | Removed |
| 18018 | Each Winner will be notified by Gusto via direct message on the platform where their winning Entry was submitted and/or email provided by Entrant. | — | Removed |
| 18019 | Winners must respond within five (5) business days and may be required to complete, sign, and return an Affidavit of Eligibility, Liability Release, and Publicity Release, as well as a W-9 tax form within ten (10) business days of notification. | — | Removed |
| 18020 | Failure to comply with these requirements or to return any required documents within the specified time period may result in disqualification and selection of an alternate winner. | — | Removed |
| 18021 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, private account settings or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 18022 | If Winner cannot be contacted, is ineligible, or fails to comply with the requirements to claim the prize, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 18023 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 18024 | Receipt by Winner of the prize offered in this Sweepstakes is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 18025 | Taxes . | — | Removed |
| 18026 | Each Prize will be taxable to a Winner as income. | — | Removed |
| 18027 | All federal, state, and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 18028 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 18029 | As required by law, Gusto will issue an IRS Form 1099-MISC to each Winner for the calendar year in which the Prize is awarded if the Prize value exceeds $600. | — | Removed |
| 18030 | Winners must provide Gusto with a valid social security number or taxpayer identification number and must complete a W-9 form before the Prize can be awarded. | — | Removed |
| 18031 | Failure to provide accurate information on the W-9 form may result in penalties from the IRS. | — | Removed |
| 18032 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 18033 | Sweepstakes Compliance. | — | Removed |
| 18034 | This Sweepstakes is subject to all applicable federal, state, and local laws and regulations. | — | Removed |
| 18035 | Void where prohibited or restricted by law. | — | Removed |
| 18036 | Gusto reserves the right to comply with any requirements imposed by applicable law, including but not limited to: (a) maintaining records of all entries received, including the date of entry and the entrant’s name, address, email address, and telephone number; (b) providing the names of all winners to any governmental agency that requests such information; (c) providing a copy of these Official Rules to any person who requests them; and (d) awarding prizes as described in these Official Rules or providing notice if any change to the prizes becomes necessary. | — | Removed |
| 18037 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 18038 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 18039 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Sweepstakes should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Sweepstakes. | — | Removed |
| 18040 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 18041 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Sweepstakes or violates these Official Rules. | — | Removed |
| 18042 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Sweepstakes. | — | Removed |
| 18043 | Indemnification and Limitation of Liability. | — | Removed |
| 18044 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as Instagram and TikTok, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Sweepstakes and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Sweepstakes; and (v) electronic or human error in the administration of the Sweepstakes or the processing of Entries. | — | Removed |
| 18045 | BY ENTERING THE SWEEPSTAKES, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE SWEEPSTAKES (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 18046 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 18047 | Personal Information . | — | Removed |
| 18048 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 18049 | Please review Gusto’s Privacy Policy, which can respectively be found at https://gusto.com/legal/privacy. | — | Removed |
| 18050 | Winners List . | — | Removed |
| 18051 | For the names of all Winners, send an email message to [email protected] with “Sweepstakes Winners” as the email subject. | — | Removed |
| 18052 | Requests must be received within four (4) weeks of the end of each Sweepstakes Promotional Period. | — | Removed |
| 18053 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 18054 | Disputes. | — | Removed |
| 18055 | This Sweepstakes is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 18056 | As a condition of participating in this Sweepstakes, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Sweepstakes, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 18057 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Sweepstakes). | — | Removed |
| 18058 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 18059 | Effective April 7th 2025 to April 21st 2025 Download Table of Contents NO ENTRY FEE. | — | Removed |
| 18060 | NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. | — | Removed |
| 18061 | VOID WHERE PROHIBITED. | — | Removed |
| 18062 | THIS SWEEPSTAKES IS IN NO WAY SPONSORED, ENDORSED OR ADMINISTERED BY, OR ASSOCIATED WITH INSTAGRAM OR TIKTOK. | — | Removed |
| 18063 | By entering the Gusto Community Sweepstakes (“ Sweepstakes ”), You represent that You agree to these rules, (“ Official Rules ”). | — | Removed |
| 18064 | In order to be considered for a prize, Entrants must fulfill all requirements set forth herein. | — | Removed |
| 18065 | Sponsor and Administrator. | — | Removed |
| 18066 | Gusto, Inc., 525 20th Street, San Francisco, CA 94107 (“ Gusto ”), is both the official sponsor and administrator of this Sweepstakes. | — | Removed |
| 18067 | Eligibility. | — | Removed |
| 18068 | The Sweepstakes is open to those who are 18 years of age or older as of the date of Entry and who are legal residents of the United States, excluding residents of New York, Florida, Rhode Island, Puerto Rico. | — | Removed |
| 18069 | Any individual who follows @GustoHQ on both Instagram and TikTok and submits an entry that meets the requirements of these Official Rules (each an “ Entrant ” or “ You ”) represents and warrants that they meet the eligibility requirements herein. | — | Removed |
| 18070 | Entrants must have internet access, active Instagram and TikTok accounts, and a valid email address. | — | Removed |
| 18071 | Employees, officers and directors of Gusto, and the immediate family or household members of any of the foregoing individuals, are not eligible to enter in the Sweepstakes. | — | Removed |
| 18072 | Sweepstakes is void where prohibited by law. | — | Removed |
| 18073 | Sweepstakes Entry Periods. | — | Removed |
| 18074 | The Sweepstakes consists of two separate promotional periods: (i) Promotional Period 1 begins at 12:00:01AM PT on April 7, 2025 and ends at 11:59:59PM PT on April 13, 2025; (ii) Promotional Period 2 begins at 12:00:01AM PT on April 21, 2025 and ends at 11:59:59PM PT on April 27, 2025, (each a “ Promotional Period ”). | — | Removed |
| 18075 | All Entries for each Promotional Period must be submitted by the end time of the respective Promotional Period to be eligible for the drawing associated with that period. | — | Removed |
| 18076 | Entries from Promotional Period 1 will not carry over to Promotional Period 2. | — | Removed |
| 18077 | How to Enter. | — | Removed |
| 18078 | There are two methods to enter the Sweepstakes: (i) Method 1 (1 Entry), follow @GustoHQ on both Instagram and TikTok and leave a comment on the official Sweepstakes announcement post on either platform during the applicable Promotional Period; (ii) Method 2 (30 Entries), follow @GustoHQ on both Instagram and TikTok and create a stitch with the pinned TikTok video on @GustHQ’s TikTok profile during the applicable Promotional Period (each an “ Entry ”). | — | Removed |
| 18079 | Incomplete submissions will not be accepted or considered as an Entry. | — | Removed |
| 18080 | Entrants are under no obligation to purchase any products or services of any kind from Gusto in order to participate or win. | — | Removed |
| 18081 | NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 18082 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 18083 | Entry Restrictions and License Grant. | — | Removed |
| 18084 | All elements appearing in your Entry must be original, created by You, be in the public domain, or be an item to which You have the ability to grant Gusto a license to. | — | Removed |
| 18085 | Use of any other materials may result in disqualification. | — | Removed |
| 18086 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 18087 | Gusto reserves the right to request from Entrant at any time, proof that Entrant maintains all necessary rights in their Entry. | — | Removed |
| 18088 | Failure to provide such proof may result in, among other things, Entrant being disqualified from the Sweepstakes. | — | Removed |
| 18089 | Entrant hereby grants to Gusto a royalty free, irrevocable, perpetual, sub-licensable, non-exclusive right and license (“ License ”) to use Entrant’s Entry, including Entrant’s name, social media handle, profile image, and all text, audio, video and materials included therein, in whole or in part, in any manner and on any media and through any means, without compensation to Entrant. | — | Removed |
| 18090 | Gusto will have the right, but no obligation, to use any Entries and all text included therein, in any advertising, marketing, promotion, or for any other commercial or non-commercial purpose and Entrant hereby releases Gusto from any liability with respect to such use. | — | Removed |
| 18091 | Content Guidelines. | — | Removed |
| 18092 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines (“ Content Guidelines ”). | — | Removed |
| 18093 | Any Entry that Gusto, in its sole discretion, deems to have violated the Content Guidelines, among other things, may be disqualified from the Sweepstakes. | — | Removed |
| 18094 | Each Entry: (a) must not contain inappropriate, sexually explicit, hateful, discriminatory, bigoted, harmful, pornographic, violent language or images or promote illegal activities; (b) must be truthful; (c) must not include information that is confidential, proprietary, or a trade secret of Entrant or of any third party; (d) must comply with Instagram and TikTok’s terms of service and community guidelines; (e) must not disparage any individual or entity; (f) must not contain brand names, trademarks, or logos of any third party; and (g) must not have been previously submitted in a promotion of any kind, or published or displayed publicly for any commercial use by any means and in any form or media. | — | Removed |
| 18095 | Winner Selection. | — | Removed |
| 18096 | Three (3) winners from each Promotional Period will be selected in a random drawing from all eligible Entries received during that Promotional Period, for a total of six (6) winners (each a “ Winner ”). | — | Removed |
| 18097 | The random drawings will be conducted by Gusto or its designated representatives within approximately five (5) business days after the end of each Promotional Period. | — | Removed |
| 18098 | The odds of winning depend on the total number of eligible Entries received during each Promotional Period. | — | Removed |
| 18099 | To claim a Prize in this Sweepstakes, Entrants may be required to provide additional information including but not limited to full legal name, mailing address, email address, date of birth, and tax identification number. . | — | Removed |
| 18100 | ALL POTENTIAL WINNERS ARE SUBJECT TO VERIFICATION BY GUSTO. | — | Removed |
| 18101 | If a Winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Winner will be disqualified and an alternate Winner will be selected in a random drawing from among the remaining eligible Entries. | — | Removed |
| 18102 | Gusto’s decisions in all matters relating to this Sweepstakes will be final and binding. | — | Removed |
| 18103 | By entering You agree to accept the decisions of Gusto as final and binding as it relates to the Sweepstakes. | — | Removed |
| 18104 | Prizes and Winner Notification. | — | Removed |
| 18105 | Each Winner will receive $3,500 USD, payable by check or electronic funds transfer (the “Prize”), with the approximate retail value (“ ARV ”) of each Prize being $3,500 USD. | — | Removed |
| 18106 | The total ARV of all Prizes across both Promotional Periods is $21,000 USD. | — | Removed |
| 18107 | Limit: maximum of one (1) prize per Entrant across all Promotional Periods. | — | Removed |
| 18108 | No prize substitution will be permitted except by Gusto, who reserves the right to substitute a prize of equal or greater value if the advertised Prize becomes unavailable. | — | Removed |
| 18109 | Entrant agrees that Winner is responsible for any associated tax liability on the prize received and all other obligations and expenses that are associated with the receipt and use of the Prize. | — | Removed |
| 18110 | The odds of winning a Prize depends upon the total number of eligible Entries received during the applicable Promotional Period. | — | Removed |
| 18111 | Each Winner will be notified by Gusto via direct message on the platform where their winning Entry was submitted and/or email provided by Entrant. | — | Removed |
| 18112 | Winners must respond within five (5) business days and may be required to complete, sign, and return an Affidavit of Eligibility, Liability Release, and Publicity Release, as well as a W-9 tax form within ten (10) business days of notification. | — | Removed |
| 18113 | Failure to comply with these requirements or to return any required documents within the specified time period may result in disqualification and selection of an alternate winner. | — | Removed |
| 18114 | Gusto will have no liability for Winner’s failure to receive notices due to spam, junk email, private account settings or other security settings or for Winner’s provision of incorrect or otherwise non-functioning contact information. | — | Removed |
| 18115 | If Winner cannot be contacted, is ineligible, or fails to comply with the requirements to claim the prize, the prize may be forfeited and an alternate Winner may be selected. | — | Removed |
| 18116 | Gusto is not responsible for and will not replace any lost, stolen, or undeliverable prize. | — | Removed |
| 18117 | Receipt by Winner of the prize offered in this Sweepstakes is conditioned upon compliance with any and all federal, state, and local laws and regulations. | — | Removed |
| 18118 | Taxes . | — | Removed |
| 18119 | Each Prize will be taxable to a Winner as income. | — | Removed |
| 18120 | All federal, state, and local taxes and any other costs and expenses associated with the acceptance and/or use of the Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility. | — | Removed |
| 18121 | Winner is solely responsible for reporting and paying any and all applicable taxes. | — | Removed |
| 18122 | As required by law, Gusto will issue an IRS Form 1099-MISC to each Winner for the calendar year in which the Prize is awarded if the Prize value exceeds $600. | — | Removed |
| 18123 | Winners must provide Gusto with a valid social security number or taxpayer identification number and must complete a W-9 form before the Prize can be awarded. | — | Removed |
| 18124 | Failure to provide accurate information on the W-9 form may result in penalties from the IRS. | — | Removed |
| 18125 | Please contact your own tax advisor for any questions concerning taxes. | — | Removed |
| 18126 | Sweepstakes Compliance. | — | Removed |
| 18127 | This Sweepstakes is subject to all applicable federal, state, and local laws and regulations. | — | Removed |
| 18128 | Void where prohibited or restricted by law. | — | Removed |
| 18129 | Gusto reserves the right to comply with any requirements imposed by applicable law, including but not limited to: (a) maintaining records of all entries received, including the date of entry and the entrant’s name, address, email address, and telephone number; (b) providing the names of all winners to any governmental agency that requests such information; (c) providing a copy of these Official Rules to any person who requests them; and (d) awarding prizes as described in these Official Rules or providing notice if any change to the prizes becomes necessary. | — | Removed |
| 18130 | Gusto Reservation of Rights; Disclaimers. | — | Removed |
| 18131 | Gusto reserves the rights to modify the prizes as needed. | — | Removed |
| 18132 | Gusto reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Sweepstakes should a virus, bug, non-authorized human intervention, fraud, or other cause(s) beyond Gusto’s control corrupt or affect the administration, security, fairness, or proper conduct of the Sweepstakes. | — | Removed |
| 18133 | In such a case, Gusto may select Winner(s) from all eligible Entries received prior to and/or after (if appropriate) the action taken by Gusto. | — | Removed |
| 18134 | Gusto reserves the right, in its sole discretion, to disqualify any individual who tampers or attempts to tamper with the entry process or the operation of the Sweepstakes or violates these Official Rules. | — | Removed |
| 18135 | Gusto is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, garbled, misdirected or undeliverable entries, responses, or other correspondence, whether by email or postal mail or otherwise; (ii) theft, destruction, unauthorized access to or alterations of entry materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties or any technical hardware or software failures of any kind, which may limit a person’s ability to participate in the Sweepstakes. | — | Removed |
| 18136 | Indemnification and Limitation of Liability. | — | Removed |
| 18137 | By entering, You agree to indemnify, release and hold harmless Gusto and its subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers, and directors, as well as Instagram and TikTok, from any liability, losses, claims, or damages that may occur, directly or indirectly, whether caused by negligence or not, from: (i) Entrant’s participation in the Sweepstakes and/or the acceptance, possession, use, or misuse of any prize or portion thereof; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cell phone, network, hardware, website, application, or software; (iii) the unavailability or inaccessibility of any internet services; (iv) unauthorized human intervention in any part of the Entry process or the Sweepstakes; and (v) electronic or human error in the administration of the Sweepstakes or the processing of Entries. | — | Removed |
| 18138 | BY ENTERING THE SWEEPSTAKES, ENTRANT AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED IN PARTICIPATING IN THE SWEEPSTAKES (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (II) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (III) ENTRANT’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND ENTRANT IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. | — | Removed |
| 18139 | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. | — | Removed |
| 18140 | Personal Information . | — | Removed |
| 18141 | Gusto may collect personal data about entrants online, in accordance with its privacy policies and as may be more specifically set forth in these Official Rules. | — | Removed |
| 18142 | Please review Gusto’s Privacy Policy, which can respectively be found at https://gusto.com/legal/privacy. | — | Removed |
| 18143 | Winners List . | — | Removed |
| 18144 | For the names of all Winners, send an email message to [email protected] with “Sweepstakes Winners” as the email subject. | — | Removed |
| 18145 | Requests must be received within four (4) weeks of the end of each Sweepstakes Promotional Period. | — | Removed |
| 18146 | The Winners list will be available after all Winners have been verified. | — | Removed |
| 18147 | Disputes. | — | Removed |
| 18148 | This Sweepstakes is governed by the laws of the United States and the State of California, without respect to conflict of law doctrines. | — | Removed |
| 18149 | As a condition of participating in this Sweepstakes, Entrant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or related to this Sweepstakes, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. | — | Removed |
| 18150 | Further, in any dispute, under no circumstances shall Entrant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e., costs associated with entering this Sweepstakes). | — | Removed |
| 18151 | Entrant further waives all rights to have damages multiplied or increased. | — | Removed |
| 18152 | July 2024 Accountant Partner Promotion Terms – Existing Starter Firms Version Version 1.0 (Current) Effective April 24th 2025 Download Table of Contents These July 2024 Accountant Partner 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 Accountant Promotion Agreement”) contain the terms and conditions that govern participation in the promotion described below (“Accountant Promotion”). | — | Removed |
| 18153 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 18154 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 18155 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 18156 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 18157 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “Promotion Payout”) of up to $16,000 or elect to receive an invoice credit in an equal amount (see “Promotion Credit” below). | — | Removed |
| 18158 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program in the Starter tier in good standing by or before June 30, 2024 (“Participation Criteria”). | — | Removed |
| 18159 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on July 1, 2024 and ending on September 30, 2024 (“Promotion Period”) (the “Payout Criteria”). | — | Removed |
| 18160 | A “Qualifying Partner Client” is defined as a Partner Client that (a) onboards at least three (3) employees to such Partner Client’s Employer Account during the Promotion Period and pays such employees via Gusto Payroll for the duration of the Promotion Period; (b) has a federal EIN that has not previously been used on Gusto; (c) maintains an Employer Account in good standing through the Promotion Period; (d) remains your Partner Client for the Promotion Period. | — | Removed |
| 18161 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 18162 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 18163 | The Promotion Payout is $400 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period, up to a maximum payment value of $16,000. | — | Removed |
| 18164 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 18165 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $400 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 18166 | The Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) October 31, 2024, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 18167 | If Accountant Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“Promotion Credit”). | — | Removed |
| 18168 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 18169 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 18170 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 18171 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 18172 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 18173 | Accountant Partners must not 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. | — | Removed |
| 18174 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 18175 | Gusto may modify or terminate this Accountant Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 18176 | Gusto reserves the right to declare a New Client or an Accountant Partner ineligible for the Accountant Promotion if Gusto determines that Accountant Partner is abusing the Accountant Promotion. | — | Removed |
| 18177 | July 2024 New Partner Promotion Terms – New Starter Firms Version Version 1.0 (Current) Effective April 24th 2025 Download Table of Contents These July 2024 New Partner 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 New Accountant Promotion Agreement”) contain the terms and conditions that govern participation in the promotion described below (“New Accountant Promotion”). | — | Removed |
| 18178 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 18179 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the New Accountant Promotion. | — | Removed |
| 18180 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 18181 | By participating in this New Accountant Promotion, you agree to be bound by this New Accountant Promotion Agreement. | — | Removed |
| 18182 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “Promotion Payout”) of up to $16,000 or elect to receive an invoice credit in an equal amount (see “Promotion Credit” below). | — | Removed |
| 18183 | Eligibility In order to be eligible to participate in the New Accountant Promotion, you must fulfill the following criteria (“Participation Criteria”): you must (a) enroll in the Accountant Partner Program as an Accountant Partner in the Starter tier (as described at https://gusto.com/partners/accountants ) for the first time on or after July 1, 2024, (b) accept the Accountant Program Terms, and (c) meet any eligibility criteria therein. | — | Removed |
| 18184 | Accountant Partners who meet the Participation Criteria must also fulfill the following criteria in order to be eligible to receive a Promotion Payout (“Payout Criteria”): During the ninety (90) day period beginning on the date on which you meet all Participation Criteria, as determined by Gusto (such date the “Enrollment Date” and such ninety day period the “Promotion Period”), you must Enroll two (2) or more Qualifying Partner Clients (as defined below) to Gusto; A Qualifying Partner Client is a Partner Client that (a) onboards at least three (3) employees to such Partner Client’s Employer Account during the Promotion Period and pays such employees via Gusto Payroll for the duration of the Promotion Period; (b) has a federal EIN that has not previously been used on Gusto; (c) maintains an Employer Account in good standing through the Promotion Period; (d) remains your Partner Client for the Promotion Period. | — | Removed |
| 18185 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 18186 | Accountant Partner must provide a completed Form W-9 to Gusto in order to receive the Promotion Payout. | — | Removed |
| 18187 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 18188 | The Promotion Payout is $400 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period, up to a maximum payment value of $16,000. | — | Removed |
| 18189 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 18190 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $400 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 18191 | You will receive the Promotion Payout on the first of the below dates to fall 120 days after your Enrollment Date (each a “Payout Date”): October 31, 2024 January 31, 2025 April 30, 2025 July 31, 2025 and every three (3) months thereafter. | — | Removed |
| 18192 | If Accountant Partner is unable or unwilling to receive a Promotion Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“Promotion Credit”). | — | Removed |
| 18193 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 18194 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 18195 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 18196 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 18197 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 18198 | Accountant Partners must not 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. | — | Removed |
| 18199 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 18200 | Gusto may modify or terminate this New Accountant Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 18201 | Gusto reserves the right to declare a Partner Client or an Accountant Partner ineligible for the New Accountant Promotion if Gusto determines that Accountant Partner is abusing the New Accountant Promotion. | — | Removed |
| 18202 | July 2021 Partner Referral Terms Version Version 1.0 (Current) Effective April 24th 2025 Download Table of Contents By participating in this Promotion offered by ZenPayroll, Inc., dba Gusto (“ Gusto ”), you agree to be bound by these terms (“ Promotion Terms ”) and the Gusto Terms . | — | Removed |
| 18203 | In the event of a conflict, the Promotion Terms will govern. | — | Removed |
| 18204 | Accountants or accounting firms (each, a “ Partner ”) participating in the Gusto Accountant Program (the “Accountant Program”) are eligible to participate in the Promotion. | — | Removed |
| 18205 | Subject to these Promotion Terms, Partners who refer a New Partner to the Accountant Program will receive a $1000 Visa gift card (“ Payout ”) for each New Partner referred. | — | Removed |
| 18206 | Limit one (1) Payout per New Partner referred. | — | Removed |
| 18207 | A “ New Partner ” is a partner that (i) uses Partner’s unique referral link to join the Accountant Program, (ii) registers three (3) or more New Clients to the Platform, and (iii) runs at least one paid payroll on behalf of clients within 12 months of joining the Accountant Program. | — | Removed |
| 18208 | A “ New Client ” is a New Partner client that (i) has an Employer Identification Number that has not previously been used on the Platform; and (ii) has had at least one paid payroll processed on the Gusto Platform on its behalf by New Partner. | — | Removed |
| 18209 | 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. | — | Removed |
| 18210 | 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 a broad match). | — | Removed |
| 18211 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 18212 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion. | — | Removed |
| 18213 | Partner VIP Care Promotion Version Version 1.0 (Current) Effective April 24th 2025 Download Table of Contents Accountants (each, a “ Partner ” or “You”) that (a) are enrolled in the Accountant Program (the “ Accountant Program ”) provided by Gusto, Inc. | — | Removed |
| 18214 | (“ Gusto ”); (b) have at least ten (10) active clients on the Gusto payroll platform prior to the start of the Promotion Period (as defined below); and c) have had their first client on Gusto’s payroll platform run the first payroll no less than ninety (90) days prior to the start of the Promotion Period (as defined below) are eligible to participate in this promotion (the “ Promotion ”). | — | Removed |
| 18215 | By participating in this Promotion offered by Gusto, you agree to be bound by our Terms of Service and the following terms (the “Promotion Terms”), provided that in the event of a conflict the Promotion Terms shall govern. | — | Removed |
| 18216 | The Promotion begins at 12:00 a.m. Pacific Standard Time (“PT”) on July 23rd, 2021 and ends at 11:59 p.m. PT on October 23rd, 2021 (the “Promotion Period”). | — | Removed |
| 18217 | During the Promotion Period, your current customer service plan (the “Current Customer Service Plan”) will be upgraded to the “VIP Care” Plan, at no additional cost. | — | Removed |
| 18218 | At the end of the Promotion Period, your customer service plan will revert back to the Current Customer Service Plan, and you will thereafter lose access to VIP Care, unless you reach fifteen (15) Clients on Gusto prior to the end of the Promotion Period. | — | Removed |
| 18219 | A “ Client ” is a client that (i) has enrolled through the Partner’s “Add Client” screen or using the Partner’s unique referral link within Gusto’s Accountant Dashboard web page; (ii) has an Employer Identification Number that has not previously been used on the Platform; and (iii) has processed at least one payroll on the Gusto Platform prior to the end of the Promotion Period. | — | Removed |
| 18220 | Gusto may terminate the Promotion Terms and/or the Promotion or modify the Promotion Terms and/or the Promotion for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 18221 | Capitalized terms not defined herein shall have the meanings given to them in the Terms of Service . | — | Removed |
| 18222 | Gusto Impact Contest & Awards 2026 Official Rules Version Version 2.0 (Current) Version 1.0 Effective October 23rd 2025 Download Table of Contents NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 18223 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 18224 | YOU MUST HAVE INTERNET ACCESS AND A VALID EMAIL ADDRESS TO PARTICIPATE. | — | Removed |
| 18225 | To enter the Gusto Impact Contest & Awards (the “ Contest ”), you must agree to and abide by these rules (“ Official Rules ”). “ You ”, “ Your ”, and “ Entrant ” refers to you as an individual and the business entity you represent in this Contest. | — | Removed |
| 18226 | If you are entering on behalf of a Small Business (as defined below) that is your employer or a business you own in full or in part, you represent that you have authority to bind that Small Business. | — | Removed |
| 18227 | By entering on behalf of a Small Business, you confirm that the Small Business accepts these Official Rules. | — | Removed |
| 18228 | Submitting an Entry (as defined below) constitutes your full and unconditional agreement to these Official Rules. | — | Removed |
| 18229 | You also agree that Gusto’s decisions and interpretations of these Official Rules, as well as the judges’ decisions, are final and binding in all Contest matters. | — | Removed |
| 18230 | To be eligible to win a Prize (as defined below), you must fulfill all requirements in these Official Rules. 1. | — | Removed |
| 18231 | Contest Sponsor and Administrator: Gusto, Inc., 525 20th Street San Francisco, CA 94107 (“ Gusto ”). 2. | — | Removed |
| 18232 | Eligibility of Entrants. | — | Removed |
| 18233 | For the purposes of these Official Rules, “ Small Business ” is defined as a business with no more than 75 employees, which is located and operating in the Eligibility Area and has average annual receipts under $7MM, excluding Franchisees (as defined below), licensees and independent owner/operators of larger business entities. | — | Removed |
| 18234 | The Contest is open to legal residents of the United States who own a Small Business located in the United States (collectively, the “ Eligibility Area ”). | — | Removed |
| 18235 | To be eligible to win a Prize, Entrants must be Small Businesses that meet all of the following requirements: (i) the individual entering the Contest on behalf of the Small Business must be at least 18 years of age; (ii) the Small Business must be registered with its secretary of state as a business in good standing for at least 12 months prior to submitting an entry; and (iii) the Small Business must have a bank account capable of accepting funds via ACH or similar methods. | — | Removed |
| 18236 | Additionally, Entrants must: (1) not be a party to any existing or pending litigation; (2) not be engaged in certain trades or areas as set forth in these Official Rules; and (3) be willing to actively participate in a winners event (including signing a photography/video release form) at a time that Gusto shall reasonably consult with the Small Business to determine. | — | Removed |
| 18237 | No purchase is required. | — | Removed |
| 18238 | Entrants are under no obligation to purchase any insurance-related services of any kind from Gusto or its affiliates in order to participate or win. | — | Removed |
| 18239 | For purposes of this Contest, “Franchisee” means any business operating under license from a franchisor and governed by a franchise agreement. | — | Removed |
| 18240 | All other persons (i.e., members of the general public) are not eligible. | — | Removed |
| 18241 | Employees, officers, and directors of Gusto, and the immediate family and household members of such individuals, are not eligible to enter a Small Business in the Contest. “Immediate family members” means parents, legal guardians, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live. “Household members” means people who share the same residence at least three (3) months a year, whether legally related or not. | — | Removed |
| 18242 | Potential winners will be required to provide proof of eligibility to receive a Prize. | — | Removed |
| 18243 | If the individual who submitted an entry is not the owner of the Small Business, proof of eligibility must include written authorization from the Small Business owner permitting such individual to enter the Small Business in the Contest. | — | Removed |
| 18244 | This Contest is void outside the Eligibility Area and where prohibited by law. | — | Removed |
| 18245 | To be eligible to win a Prize, Entrant must not have engaged in “Unbecoming Conduct,” which includes: (a) committing any act that brings the Small Business or Gusto into public disrepute, contempt, scandal, or ridicule, or that reflects unfavorably upon Gusto’s reputation; (b) taking any action against Gusto or making any public statements that disparage Gusto and/or its products or services; or (c) being charged with a felony or a crime of moral turpitude. | — | Removed |
| 18246 | By entering or authorizing someone to enter the Small Business into this Contest, Entrant understands and agrees that if the Small Business is determined to be a potential Contest finalist, Entrant will be required to consent to a background check to verify eligibility. | — | Removed |
| 18247 | Failure to sign such consents and authorizations and/or to furnish all required information within 24 hours of request may result in disqualification. | — | Removed |
| 18248 | Gusto reserves the right in its sole discretion to disqualify a potential winner if the background check reveals that the Entrant is not eligible to participate in the Contest or has engaged in Unbecoming Conduct. 3. | — | Removed |
| 18249 | Contest Entry Period. | — | Removed |
| 18250 | The Contest begins at 8:00 a.m. Pacific Time (“PT”) on October 27, 2025 and ends at 4:00 p.m. PT on November 21, 2025 (“ Contest Entry Period ”). | — | Removed |
| 18251 | In order for an Entry to be considered for a Prize, submissions must be entered within the Contest Entry Period. | — | Removed |
| 18252 | Gusto’s computer is the official clock for this Contest. 4. | — | Removed |
| 18253 | How to Enter. | — | Removed |
| 18254 | Standard Entry Method : During the Contest Entry Period, Entrants may enter by: (a) navigating to https://gusto.com/impact-award-contest (the “Website”); and (b) submitting all required information on the Website entry form, including a short essay of 300 words or less (the “Essay”). | — | Removed |
| 18255 | The Essay must describe the mission of Your Small Business, the impact it makes on Your local community, and how winning would impact Your business, team, and local community. | — | Removed |
| 18256 | Your Essay must be solely Your original work that is both created and owned by You. | — | Removed |
| 18257 | Required Information : Along with the Essay, You must submit the following information (collectively,“ the Entry”): (a) Your full name, work email address, and confirmation that You are 18 years of age or older; (b) Small Business name; (c) Small Business website link; (d) whether or not You are the owner of the Small Business and, if not, Your position at the Small Business; (e) Small Business location (city, state/province, and zip code/postal code); and (f) number of employees in the Small Business as of time of entry. | — | Removed |
| 18258 | Incomplete submissions will not be accepted. | — | Removed |
| 18259 | To submit your Entry, click the “Submit” button on the entry form. | — | Removed |
| 18260 | You will automatically receive a confirmation email at the email address You provided in Your submission thanking You for Your submission. | — | Removed |
| 18261 | Alternative Entry Method, Accountant Nomination : Small Businesses may also be entered through nomination by a licensed accountant or tax professional who is a Gusto partner. | — | Removed |
| 18262 | Accountants may nominate eligible Small Businesses by navigating to the Website and completing the entry form by submitting the same required information and Essay on behalf of the Small Business, provided they have obtained written authorization from the Small Business owner. | — | Removed |
| 18263 | Accountants who nominate winning businesses will receive prizes as detailed in Section 9 below. | — | Removed |
| 18264 | Optional Social Media Component : Entrants may earn an optional 20 bonus points by posting on social media about why they (or their client) should win. | — | Removed |
| 18265 | To qualify for the bonus points, Entrants must: (i) share why they (or their client) should win on LinkedIn, Instagram, Facebook, X, TikTok, or Threads; (ii) tag @gustohq and use the hashtag #gustoimpactawards in the post; (iii) ensure the post is public and non-ephemeral (no Stories); and (iv) post a photo, video, or carousel post. | — | Removed |
| 18266 | Entry Limits : Limit one (1) Entry per Small Business during the Contest Entry Period, regardless of the number of email addresses a Small Business may have. | — | Removed |
| 18267 | Only one (1) person may submit an Entry on behalf of a given Small Business. | — | Removed |
| 18268 | Prohibited Entry Methods : Use of automated or similar quick entry devices or programs, or entries by third parties, are prohibited and will result in disqualification. | — | Removed |
| 18269 | Entries that do not conform to or violate these Official Rules, or are submitted in any manner other than stated in these Official Rules, will be disqualified. | — | Removed |
| 18270 | Entry Submission Requirements: Gusto will not be responsible for late, lost, inaccessible/blocked, incomplete, or misdirected entries. | — | Removed |
| 18271 | Proof of submission of an Entry does not constitute proof of receipt. | — | Removed |
| 18272 | All Entries must be submitted via the Website in their entirety prior to expiration of the Contest Entry Period. | — | Removed |
| 18273 | BY SUBMITTING AN ENTRY YOU ARE SIGNIFYING THAT YOU AGREE TO THE GUSTO PRIVACY POLICY, AGREE TO RECEIVE MARKETING COMMUNICATIONS FROM GUSTO, THAT YOU MEET THE ELIGIBILITY REQUIREMENTS AND HAVE READ AND AGREE TO THESE OFFICIAL RULES. | — | Removed |
| 18274 | IF YOU DO NOT AGREE TO THESE OFFICIAL RULES YOUR SMALL BUSINESS WILL NOT BE ENTERED IN THE CONTEST AND WILL NOT BE ELIGIBLE TO WIN A PRIZE. 5. | — | Removed |
| 18275 | Entry Restrictions. | — | Removed |
| 18276 | Entry Content Requirements : All Entries must meet the following requirements: (1) must be suitable for a general audience; (2) must be original and must be created for the sole purpose of this Contest; (3) cannot contain any sexually explicit, disparaging, libelous or other inappropriate content (all as determined in the sole discretion of Gusto); (4) cannot contain any commercial content that promotes any product(s) or service(s) other than Entrant’s Small Business; and (5) cannot contain any trademarks, copyrighted works or other intellectual property (other than works and intellectual property that You own, or for which You have obtained royalty-free rights for Gusto to use in connection with this Contest) (collectively, “Authorized Assets”). | — | Removed |
| 18277 | Any elements appearing in Your Entry must be entirely original, created by You, be in the public domain, or be an Authorized Asset. | — | Removed |
| 18278 | Use of any materials that are not original to You, not in the public domain, or that are not an Authorized Asset may result in disqualification. | — | Removed |
| 18279 | Gusto reserves the right to disqualify any Entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 18280 | License Grant to Gusto : By submitting an Entry, Entrant grants Gusto and its licensees, successors, assigns and designees a royalty-free, irrevocable, perpetual, worldwide, sub-licensable, non-exclusive right and license (herein, “License”) to use Entrant’s Entry, including all text and materials included therein, in whole or in part, in any manner and on any media and through any means now known or hereafter devised, including, without limitation, online, and to otherwise use Entrant’s Entry, and to create derivative works based thereon, without compensation to Entrant in accordance with the requirements of this Contest, as well as in the advertising, promotion, and publicity of the Contest, Gusto’s products and services, and otherwise. | — | Removed |
| 18281 | Winner Documentation Requirements : Potential winners agree to confirm such License in writing upon Gusto’s request. | — | Removed |
| 18282 | Potential winners agree to timely complete, sign and deliver any and all necessary documents, including, without limitation, documents setting forth any licenses, releases and indemnities that Gusto in its sole discretion may require, without condition or compensation of any kind. | — | Removed |
| 18283 | Consequences of Non-Compliance : Potential winner’s failure to provide all required documentation to Gusto within the prescribed time frame, in each instance as required by Gusto in its sole discretion, may result in the disqualification of such potential winner’s Entry and will result in an alternate potential finalist/winner being determined, which shall be the next highest scoring Entry in the finalist Round based on the Judging Criteria (as defined below). | — | Removed |
| 18284 | Entrants agree that Gusto shall have sole discretion in determining the extent and manner of use of Entries and Gusto is not obligated to use any Entry. | — | Removed |
| 18285 | Entrants agree that all Entries will not be returned. | — | Removed |
| 18286 | For avoidance of doubt, neither Gusto, nor its agents, shall be responsible for return or preservation of the Entries submitted. | — | Removed |
| 18287 | Mobile Device Access : If You access the Website via Your wireless mobile device, data rates may apply for each message sent or received according to Your service agreement with Your wireless carrier. | — | Removed |
| 18288 | Other charges may also apply (such as airtime, carrier charges, and wireless Internet access charges) and may appear on Your mobile phone bill or be deducted from Your prepaid account balance. | — | Removed |
| 18289 | Wireless carriers’ rate plans vary. | — | Removed |
| 18290 | You should contact Your wireless carrier for information on messaging rate plans and charges relating to Your participation in this Contest. | — | Removed |
| 18291 | Mobile device service may not be available in all areas. | — | Removed |
| 18292 | Check Your phone’s capabilities for specific instructions. | — | Removed |
| 18293 | Property Rights in Entries : Entrant acknowledges and agrees that all Entries become the property of Gusto upon submission.No Confidential Relationship: Entries are not being submitted in confidence or in trust to Gusto, and no confidential or fiduciary relationship is intended or created. | — | Removed |
| 18294 | No Compensation Obligation for Similar Ideas : Each Entrant acknowledges that Gusto and other Entrants may have created ideas and concepts that may have familiarities or similarities or may be identical in theme, idea, format, or other respects to his/her own Entry. | — | Removed |
| 18295 | Entrant will not be entitled to any compensation or right to negotiate with Gusto because of these familiarities or similarities. | — | Removed |
| 18296 | Notwithstanding any custom and practice in the industry to pay an individual for an idea (if any), nothing herein shall create an implied or express contract to compensate Entrants for their Entries, and there is no obligation for Gusto to pay or otherwise compensate Entrants for any of their ideas or materials in any communications with Gusto. | — | Removed |
| 18297 | Waiver of Similarity Claims : Entrants waive any and all claims that Entrants may have had, may have, and/or may have in the future, that any Entry and/or other works accepted, reviewed and/or used by Gusto may be similar to his/her Entry, or that any compensation is due to Entrant in connection with such Entry or other works used by Gusto. | — | Removed |
| 18298 | Non-Confidential Nature and Gusto’s Obligations : Entries are not confidential. | — | Removed |
| 18299 | Gusto’s only obligations to Entrants regarding Entries are as specifically set forth in these Official Rules. | — | Removed |
| 18300 | Finality of Gusto’s Decisions : The decisions of Gusto are final and binding in all matters relating to this Contest, including interpretation and application of these Official Rules. | — | Removed |
| 18301 | Proof of Rights Requirement : Gusto reserves the right to request from Entrant at any time proof that Entrant maintains all necessary rights in their Entry in order to grant Gusto the rights required herein in a form acceptable to Gusto. | — | Removed |
| 18302 | Failure to provide such proof may lead to, among other things, the Entrant being disqualified from the Contest. 6. | — | Removed |
| 18303 | Content Guidelines. | — | Removed |
| 18304 | In addition to complying with all other requirements of these Official Rules; each Entry must comply with the following content guidelines (“Content Guidelines”). | — | Removed |
| 18305 | Any Entry that Gusto in its sole discretion, determines is in violation of any Content Guideline may be disqualified from the Contest. | — | Removed |
| 18306 | Each Entry: Must be truthful and not exaggerated; Must not include any information that is confidential, proprietary or trade secret of the Small Business or any other individual or entity; Must relate to the Contest theme of why the Small Business should win the Prize; Must not contain unauthorized content that violates or infringes any third-party rights of any kind, including, without limitation, any third-party privacy, publicity, trade secret and/or intellectual property rights, including third party registered and/or common law copyrights and trademarks; Must not disparage any individual or entity, including Gusto (or any other person who endorses their products/services), any other person or entity affiliated with the Contest or products, services or entities that are competitive with any of the foregoing; Must not contain brand names, trademarks or logos of any third party other than the relevant Small Business and the Gusto Content, subject to the limited license granted by Gusto above and solely in accordance with the terms of these Official Rules (including these Content Guidelines); Must not contain content or other creative elements not created by and original to Entrant; Must not contain content or other material that is misleading, inappropriate, indecent, obscene, pornographic, sexually explicit hateful, tortious, defamatory, slanderous or libelous; Must not contain content or other material that includes explicit language or content, images of violence, or promotion of illegal activities tobacco, alcohol, drugs or other controlled substances, dangerous stunts, real weapons of any kind including, but not limited to, guns, knives or projectiles or relates to lotteries or gambling. | — | Removed |
| 18307 | Must not contain content or other material that reflects, advocates or promotes bigotry, racism, hatred, harm or exploitation of or against any class, group or individual, discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or actions or activities that are restricted, prohibited, illegal or unlawful; Must not contain content, images or other material that is unlawful or in violation of or contrary to any applicable federal or state/provincial laws or regulations; Must not have been previously submitted in a promotion of any kind, or published, posted, exhibited or displayed publicly for commercial use by any means and in any form or media. 7. | — | Removed |
| 18308 | Contest Judging. | — | Removed |
| 18309 | Each eligible Contest Entry will be judged by one (1) or more panels of selected judges (the “Judges”) according to the Judging Criteria defined below. | — | Removed |
| 18310 | Winner Determination : The Entrant with the highest total score in the opinion of the Judges will be declared the potential Gusto Impact Award winner of the Contest. | — | Removed |
| 18311 | Alternate Winner Selection : If a potential finalist or Gusto Impact Award winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Contest Entrant will be disqualified. | — | Removed |
| 18312 | The eligible Contest Entry, if any, that garnered the next highest score (in the opinion of the Judges) will be declared the new potential finalist or Gusto Impact Award winner (as applicable). | — | Removed |
| 18313 | The new Contest Entrant selectee, if any, will need to meet all eligibility requirements and otherwise be in compliance with these Official Rules in order for such Contest Entrant to be declared a finalist or the potential Gusto Impact Award winner (as applicable). | — | Removed |
| 18314 | No Winner Determination : Should the pool of Contest Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no finalists or no Gusto Impact Award winner. | — | Removed |
| 18315 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 18316 | Judging Criteria : Each eligible Contest Entry will be judged in accordance with the following equally weighted criteria, which will be averaged among participating Judges (the “ Judging Criteria ”): Overview of Business And Its Purpose, Strength of Story 0-33 points Community Impact 0-33 points Impact of Winning on Business, Team and Community 0-33 points Social Media Bonus Points : In addition to the criteria above, Entrants may earn up to twenty (20) optional bonus points by completing the social media component described in Section 4. 8. | — | Removed |
| 18317 | Gusto Impact Award Winner Notification. | — | Removed |
| 18318 | The Contest Entrant declared to be the potential Gusto Impact Award and Additional Prize winners will be notified by Gusto via email and/or phone. | — | Removed |
| 18319 | Response Requirements : Potential Gusto Impact Award winner will be required to respond back to Gusto within seventy-two (72) hours of notification issuance, verifying eligibility in the Contest and willingness to accept the Gusto Impact Award as detailed herein. | — | Removed |
| 18320 | Failure to respond within this seventy-two (72) hour deadline or comply in any way with the stated requirements may result in forfeiture of Gusto Impact Award at the sole discretion of Gusto. | — | Removed |
| 18321 | Inability to Reach Winner : If, at the time of attempted notification, the potential Gusto Impact Award winner cannot be reached within a reasonable period (as determined by Gusto) and after a few reasonable attempts, and/or if the potential Gusto Impact Award winner is found not to meet the eligibility requirements or is otherwise found not to be in compliance with these Official Rules, or if any notification is returned as undeliverable for any reason, the potential Gusto Impact Award winner may at Gusto’s sole discretion be disqualified. | — | Removed |
| 18322 | Time permitting, as determined by Gusto in its sole and exclusive discretion, the Entry that received the next highest score in the opinion of the Judges (as described above) will be deemed the potential Gusto Impact Award winner. | — | Removed |
| 18323 | Alternate Winner Requirements : If the new potential Gusto Impact Award winner is found not to meet all the eligibility requirements set forth in these Official Rules, Gusto may, in its sole and exclusive discretion, determine that there is no winner of the Gusto Impact Award. | — | Removed |
| 18324 | Alternatively, time permitting, as determined by Gusto in its sole and exclusive discretion, Gusto may continue this process and seek to determine a new potential Gusto Impact Award winner from the remaining Entries. | — | Removed |
| 18325 | Any new potential Gusto Impact Award winner, if any, will have to meet all eligibility requirements and otherwise be in compliance with these Official Rules in order to be declared the official Gusto Impact Award winner. | — | Removed |
| 18326 | Documentation Requirements for Official Winner Status : In order for the potential Gusto Impact Award winner to be declared the official Gusto Impact Award winner and to be able to redeem the Prize, the potential Gusto Impact Award winner will be required to sign a Publicity Release and return it to Gusto within ten (10) calendar days of issuance. | — | Removed |
| 18327 | In addition, to be able to redeem a Prize, the potential Gusto Impact Award winner will need to complete an IRS Form W-9. | — | Removed |
| 18328 | Failure of a potential Gusto Impact Award winner to return the Publicity Release and/or IRS Form W-9 correctly completed and executed within the required time period may result in forfeiture of the Prize, to be determined at Gusto’s sole discretion. 9. | — | Removed |
| 18329 | Prizes and Approximate Retail Values (“ARV”). | — | Removed |
| 18330 | The Gusto Impact Award and Additional Prizes are collectively referred to herein as “ Prizes ” or a “ Prize ”. | — | Removed |
| 18331 | Prize elements are in Gusto’s sole discretion and subject to change. | — | Removed |
| 18332 | Gusto Impact Award : The “ Gusto Impact Award ” is available to one Entrant per region within the Eligibility Area (five total awards) and includes: (a) Cash Award: Ten thousand dollars ($10,000.00) awarded in the name of the Small Business named in winning Entry, paid via ACH (or other payment method, as may be determined in the sole discretion of Gusto); (b) Ad Spotlight Package: One ad spotlight package consisting of Gusto-specified advertising (ARV: approximately forty thousand dollars $40,000); (c) Free Payroll Services: One year of free payroll from Gusto (ARV: approximately one thousand five hundred dollars $1,500). | — | Removed |
| 18333 | Total Gusto Impact Award ARV: Approximately fifty-one thousand five hundred dollars ($51,500). | — | Removed |
| 18334 | Creative Services : The Gusto Impact Award will also include an initial consultation with Gusto’s creative team to design one advertisement featuring the Small Business named in the winning Entry, with up to two rounds of creative revisions. | — | Removed |
| 18335 | Winner understands and agrees that Gusto shall have final creative control over any advertisements. | — | Removed |
| 18336 | Additional Prizes (Runner-Up) : An “Additional Prize” of a five hundred dollar ($500.00) Visa gift card is available to thirty (30) Entrants per region within the Eligibility Area (150 total Additional Prizes) for runner-up winners as selected by Gusto in Gusto’s sole discretion. | — | Removed |
| 18337 | Accountant Prizes : Accountants who nominate Small Businesses through the Alternative Entry Method described in Section 4 are eligible for the following prizes: (a) Impact Award Nomination Prize: If an accountant’s nominated Small Business wins the Gusto Impact Award for their region, the Accountant will receive five thousand dollars ($5,000.00) (maximum one accountant prize of $5,000.00 per Accountant); and (b) Runner-Up Nomination Prize: If an accountant’s nominated Small Business receives an Additional Prize (runner-up), the Accountant will receive a five hundred dollar ($500.00) Visa gift card. | — | Removed |
| 18338 | These Accountant Prizes are available only to accountants who nominated winning or runner-up businesses through the Alternative Entry Method and are subject to the same tax reporting requirements as other Prizes under this Section 9. | — | Removed |
| 18339 | Regional Celebration Party Requirement : The Gusto Impact Award winner must be available to participate in a regional celebration party to honor winners and bring together small business leaders, accountants, and community partners. | — | Removed |
| 18340 | The event date, time and location will be determined by Gusto in consultation with the winner to determine a mutually agreeable arrangement. | — | Removed |
| 18341 | Failure to participate may result in forfeiture of the Gusto Impact Award and (time permitting as determined by Gusto) an alternate Gusto Impact Award winner determined per the process detailed above. | — | Removed |
| 18342 | Tax Responsibilities : All federal, state and local taxes are the sole responsibility of Small Business winners that receive a Prize. | — | Removed |
| 18343 | By accepting a Prize, Entrant agrees: (i) that Entrant is responsible for all federal, state, and local income tax liability on the Prize received and all other obligations and expenses that are associated with receipt and use of the Prize regardless of the value; and (ii) to release and hold harmless Gusto and affiliates from and against any and all disputes, claims, or causes of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Contest or receipt or use or misuse of any Prize. | — | Removed |
| 18344 | A 1099 tax statement will be filed with the IRS for the value of the Prize. | — | Removed |
| 18345 | Tax Reporting : Prize winners will be required to provide Gusto with a valid tax identification number of winning Small Business before the Prize will be awarded for tax reporting purposes. | — | Removed |
| 18346 | An IRS Form 1099 or IRS Form W8-BEN (as the case may be) may be issued in the name of winning Small Business for the actual value of the Prize received. | — | Removed |
| 18347 | Publicity Rights : Acceptance of the Prize constitutes permission (except where prohibited) for Gusto to use Prize winner’s name, Small Business name, Essays and Contest Entry, likeness, biography, statements, voice, image and any other personal characteristics, in any and all media now or hereafter known, for any purpose, including without limitation marketing, promotional and publicity purposes without additional compensation to such Prize winner and such individual hereby releases Gusto and its designee(s) from any liability with respect to such use. | — | Removed |
| 18348 | Gusto and its designees are not obligated to use any of the above mentioned information or materials, but may do so and may edit such information or materials, at Gusto’s sole discretion, without further obligation or compensation. | — | Removed |
| 18349 | Contest subject to the laws of the United States only. | — | Removed |
| 18350 | All federal, state and local laws and regulations apply. | — | Removed |
| 18351 | Prize Acceptance Conditions : Awarding of the Prize is subject to the Prize winner’s acceptance of all requisite conditions within these Official Rules and Prize winner’s ability and agreement to grant the rights set forth in these Official Rules and required documentation. | — | Removed |
| 18352 | By accepting the Prize, the Prize winner acknowledges compliance with these Official Rules. | — | Removed |
| 18353 | General Prize Conditions : LIMIT: ONE (1) PRIZE PER ENTRANT. | — | Removed |
| 18354 | Any costs and incidentals not specified herein are the winner’s sole responsibility. | — | Removed |
| 18355 | If the winner declines or cannot accept any Prize element(s), no substitute Prize or compensation will be awarded. | — | Removed |
| 18356 | No substitution or transfer of Prize (other than cash portions of Prize) by winner except with Gusto’s permission. | — | Removed |
| 18357 | Gusto reserves the right to substitute a Prize or Prize component of equal or greater value should a Prize or any component of a Prize become unavailable. | — | Removed |
| 18358 | Unclaimed Prize(s) will be forfeited. | — | Removed |
| 18359 | Prizes, if legitimately claimed, will be awarded. | — | Removed |
| 18360 | Gusto is not responsible for and will not replace any lost, mutilated or stolen Prizes or any Prize/Prize element that is undeliverable or does not reach the winner because of an incorrect or changed address. | — | Removed |
| 18361 | No more than the stated number of Prizes will be awarded. | — | Removed |
| 18362 | All Prize details not specified in these Official Rules will be determined in Gusto’s sole and absolute discretion. 10. | — | Removed |
| 18363 | General Conditions. | — | Removed |
| 18364 | By participating in this Contest, each Entrant agrees to be bound by these Official Rules and the decisions of Gusto (as well as all judges), which shall be final in all respects. | — | Removed |
| 18365 | Release and Indemnification : By participating in this Contest, each Entrant agrees to release, discharge, indemnify and hold harmless Gusto, its advertising and promotion agencies, and each of their respective officers, directors, agents, representatives and employees (collectively, the “Released Parties”) from and against any and all actions, claims, costs (including attorneys’ fees), injury, loss or damage, including, without limitation, death and bodily injury, arising in any manner, directly or indirectly, in whole or in part, out of or related to: (1) Entrants’ participation in the Contest; (2) the Released Party’s violation of rights of publicity or privacy, claims of defamation or portrayal in a false light or based on any claim of infringement of intellectual property; (3) technical failures of any kind, including, but not limited to, malfunctions, interruptions, or disconnections in phone lines, websites, network hardware or software beyond the reasonable control of Gusto; (4) unauthorized human intervention in any part of the Entry process or the Contest; (5) technical or human error which may occur in the administration of the Contest or the processing of Entries; (6) claims resulting from the impairment, cancellation or modification of the Contest; or (7) any acceptance, possession, misuse or use of any Prize (including, without limitation, losses, damages or injuries to Entrant’s or any other person’s equipment or other property, or to their persons or activity and any products liability claims alleging tangible property damage, bodily injury or death). | — | Removed |
| 18366 | Waiver of Claims : Entrant releases all rights to bring any claim, action or proceeding against the Released Parties and hereby acknowledges that the Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to any Prize. | — | Removed |
| 18367 | Force Majeure : In the event Gusto is prevented from continuing with the Contest by any event beyond its control, including, but not limited to, fire, flood, epidemic, pandemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any federal, state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Gusto’s control (each, a “Force Majeure” event or occurrence), Gusto shall have the right to modify, suspend or terminate the Contest. | — | Removed |
| 18368 | Effective April 24th 2025 to October 23rd 2025 Download Table of Contents NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 18369 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 18370 | YOU MUST HAVE INTERNET ACCESS AND A VALID EMAIL ADDRESS TO PARTICIPATE. | — | Removed |
| 18371 | To enter the Gusto Impact Contest & Awards (the “ Contest ”), you must agree to and abide by these rules (“ Official Rules ”). “ You ”, “ Your ”, and “ Entrant ” means you as an individual and the business entity that you represent in entering this Contest. | — | Removed |
| 18372 | If You are entering this Contest on behalf of a Small Business (as defined below) which is Your employer or a business that You own in full or in part (e.g., in Your capacity as an agent or authorized representative of the Small Business), You represent that You have the authority to bind the Small Business and that the Small Business accepts these Official Rules. | — | Removed |
| 18373 | Submission of an Entry (as defined below) constitutes Your full and unconditional agreement to the Official Rules and Gusto’s decisions and interpretations of the Official Rules (as well as those of judges), which are final and binding in all matters related to the Contest. | — | Removed |
| 18374 | To be eligible to win a Prize (as defined below), Entrant must fulfill all requirements set forth herein. 1. | — | Removed |
| 18375 | Contest Sponsor and Administrator: Gusto, Inc., 525 20th Street San Francisco, CA 94107 (“ Gusto ”). 2. | — | Removed |
| 18376 | Eligibility of Entrants. | — | Removed |
| 18377 | For the purposes of these Official Rules, “ Small Business ” is defined as a business with no more than 75 employees, which is located and operating in the Eligibility Area (defined below) and has average annual receipts under $7MM, excluding Franchisees (as defined below), licensees and independent owner/operators of larger business entities. | — | Removed |
| 18378 | The Contest is open to legal residents of the United States who own a Small Business located in the metropolitan areas of Charlotte, North Carolina; Dallas/Fort Worth, Texas; Denver, Colorado; Miami, Florida; and Houston, Texas in the United States, as defined by the specific Zip Codes listed in this attachment (collectively, the “ Eligibility Area ”). | — | Removed |
| 18379 | Entrants must be Small Businesses (i) where the individual entering the Contest on behalf of the Small Business is at least 18 years of age, (ii) that has been registered with their secretary of state as a business in good standing for at least 12 months prior to submitting an entry into the Contest, and (iii) which has a bank account capable of accepting receipt of funds via ACH or similar. | — | Removed |
| 18380 | In addition, Entrants must (1) not be a party to any existing or pending litigation (2) not be engaged in certain trades or areas as set forth herein and (3) be willing to actively participate in a winners event (including signing a photography/video release form) which shall be scheduled at a time that Gusto shall reasonably consult with the Small Business to determine a mutually agreeable time. | — | Removed |
| 18381 | Entrants are under no obligation to purchase any insurance-related services of any kind from Gusto or affiliates of Gusto in order to participate or win. | — | Removed |
| 18382 | For the purpose of this Contest, a Franchisee is defined as any business operating under license from a franchisor and governed by a franchise agreement. | — | Removed |
| 18383 | All other persons (i.e., members of the general public) are not eligible. | — | Removed |
| 18384 | Moreover, and without limitation, employees, officers and directors of Gusto, and the immediate family and household members of any of the foregoing individuals, are not eligible to enter a Small Business in the Contest. “Immediate family members” shall mean parents, legal guardians, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live. “Household members” shall mean people who share the same residence at least three (3) months a year, whether legally related or not. | — | Removed |
| 18385 | Potential Small Business winners will be required to provide proof of eligibility in order to receive Prize; if an individual who submitted an entry in the Contest is not the owner of the corresponding Small Business, such proof of eligibility will include written authorization from the Small Business owner permitting such individual to enter the underlying Small Business in the Contest. | — | Removed |
| 18386 | This Contest is void outside the Eligibility Area and where prohibited by law. | — | Removed |
| 18387 | Further, in order to be eligible, Entrant must not (a) commit or have committed any act which brings Small Business or Gusto into public disrepute, contempt, scandal, or ridicule, or which reflects unfavorably upon the reputation of Gusto, (b) take or have taken any action against Gusto or make/made any statements in derogation of Gusto and/or its products or services, and such statements are made known to the general public, or (c) be or have been charged with a felony or a crime of moral turpitude (collectively, “Unbecoming Conduct”). | — | Removed |
| 18388 | By entering or authorizing someone to enter the Small Business into this Contest, Entrant understands and agrees that, if Entrant’s Small Business is determined to be a potential Contest finalist, Entrant will be required to consent to a background check on him/her/themselves personally to verify eligibility; and, failure to sign such consents and authorizations and/or to furnish all required information within 24 hours of request may result in disqualification. | — | Removed |
| 18389 | In addition, Gusto reserves the right in its sole discretion, to disqualify a potential winner if the results of such background check reveal that such Entrant is not eligible to participate in the Contest or has engaged in Unbecoming Conduct, as determined by Gusto in its sole discretion. 3. | — | Removed |
| 18390 | Contest Entry Period. | — | Removed |
| 18391 | The Contest begins at 8:00 a.m. Pacific Time (“PT”) on October 15, 2024 and ends at 4:00 p.m. PT on November 20, 2024 (“ Contest Entry Period ”). | — | Removed |
| 18392 | In order for an Entry to be considered for a Prize, submissions must be entered within the Contest Entry Period. | — | Removed |
| 18393 | Gusto’s computer is the official clock for this Contest. 4. | — | Removed |
| 18394 | How to Enter. | — | Removed |
| 18395 | Entrants may enter the Contest during the Contest Entry Period as follows: During the Contest Entry Period, (a) navigate the Internet to https://gusto.com/impact-award-contest (the “ Website ”), (b) submit all required information on the Website entry form, including a short essay of 300 words or less that describes the mission of Your Small Business, the impact it makes on Your local community and how winning would impact Your business, team and local community (the “Essay”). | — | Removed |
| 18396 | Your Essay must be solely Your original work that is both created and owned by You. | — | Removed |
| 18397 | Along with the Essay, You must also submit (a) the following information: Your full name, work email address and confirmation that You are 18 years of age or older; (b) Small Business name; (c) Small Business website link; (d) whether or not You are the owner of the Small Business and, if not, Your position at Small Business; (e) Small Business location (city, state/province and zip code/postal code); and (f) number of employees in the Small Business as of time of entry, (collectively “the Entry ”). | — | Removed |
| 18398 | BY SUBMITTING AN ENTRY YOU ARE SIGNIFYING THAT YOU AGREE TO THE GUSTO PRIVACY POLICY , AGREE TO RECEIVE MARKETING COMMUNICATIONS FROM GUSTO, THAT YOU MEET THE ELIGIBILITY REQUIREMENTS AND HAVE READ AND AGREE TO THESE OFFICIAL RULES. | — | Removed |
| 18399 | IF YOU DO NOT AGREE TO THESE OFFICIAL RULES YOUR SMALL BUSINESS WILL NOT BE ENTERED IN THE CONTEST AND WILL NOT BE ELIGIBLE TO WIN A PRIZE. | — | Removed |
| 18400 | Incomplete submissions will not be accepted. | — | Removed |
| 18401 | To submit your Entry, click the “Submit” button on the entry form. | — | Removed |
| 18402 | You will automatically receive an email to the email address You provided in Your submission thanking You for Your submission. | — | Removed |
| 18403 | Limit one (1) Entry per Small Business during the Contest Entry Period, regardless of the number of email addresses a Small Business may have. | — | Removed |
| 18404 | Without limitation, only one (1) person may submit an Entry on behalf of a given Small Business. | — | Removed |
| 18405 | Use of automated, or similar quick entry devices or programs, or entries by third parties are prohibited and will result in disqualification. | — | Removed |
| 18406 | Entries that do not conform to or that violate these Official Rules or are submitted in any manner other than stated in these Official Rules will be disqualified. | — | Removed |
| 18407 | Gusto will not be responsible for late, lost, inaccessible/blocked, incomplete or misdirected entries. | — | Removed |
| 18408 | Proof of submission of Entry does not constitute proof of receipt of the same. | — | Removed |
| 18409 | All Entries must be submitted via the Website in their entirety prior to expiration of the Contest Entry Period. 5. | — | Removed |
| 18410 | Entry Restrictions. | — | Removed |
| 18411 | By submitting an Entry, Entrant represents and warrants that he or she has read, understands, agrees to and will follow the Official Rules. | — | Removed |
| 18412 | Entries (1) must be suitable for a general audience; (2) must be original and must be created for the sole purpose of this Contest; (3) cannot contain any sexually explicit, disparaging, libelous or other inappropriate content (all as determined in the sole discretion of Gusto); (4) cannot contain any commercial content that promotes any product(s) or service(s) other than Entrant’s Small Business; (5) cannot contain any trademarks, copyrighted works or other intellectual property (other than works and intellectual property that You own, or for which You have obtained royalty-free rights for Gusto to use in connection with this Contest) (collectively, “ Authorized Assets ”). | — | Removed |
| 18413 | Any elements appearing in Your entry must be entirely original, created by You, be in the public domain, or be an Authorized Asset. | — | Removed |
| 18414 | Use of any materials that are not original to You, not in the public domain, or that are not an Authorized Asset may result in disqualification. | — | Removed |
| 18415 | Gusto reserves the right to disqualify any entry that violates the foregoing restrictions, as determined by Gusto in its sole discretion. | — | Removed |
| 18416 | By submitting an Entry, Entrant grants Gusto and its licensees, successors, assigns and designees a royalty-free, irrevocable, perpetual, worldwide, sub-licensable, non-exclusive right and license (herein, “License”) to use Entrant’s Entry, including all text and materials included therein, in whole or in part, in any manner and on any media and through any means now known or hereafter devised, including, without limitation, online, and to otherwise use Entrant’s Entry, and to create derivative works based thereon, without compensation to Entrant in accordance with the requirements of this Contest, as well as in the advertising, promotion, and publicity of the Contest, Gusto’s products and services, and otherwise. | — | Removed |
| 18417 | Further, potential winners agree to confirm such License in writing upon Gusto’s request, and thus, potential winners agree to timely complete, sign and deliver any and all necessary documents, including, without limitation, documents setting forth any licenses, releases and indemnities that Gusto in its sole discretion may require, without condition or compensation of any kind. | — | Removed |
| 18418 | Potential winner’s failure to provide all required documentation to Gusto within the prescribed time frame, in each instance as required by Gusto in its sole discretion, may result in the disqualification of such potential winner’s Entry and will result in an alternate potential finalist/winner being determined, which shall be the next highest scoring Entry in the finalist Round based on the Judging Criteria (as defined below). | — | Removed |
| 18419 | Entrants agree that Gusto shall have sole discretion in determining the extent and manner of use of Entries and Gusto is not obligated to use any Entry. | — | Removed |
| 18420 | Entrants agree that all Entries will not be returned. | — | Removed |
| 18421 | For avoidance of doubt, neither Gusto, nor its agents, shall be responsible for return or preservation of the Entries submitted. | — | Removed |
| 18422 | If You opt to access the Website via Your wireless mobile device, data rates may apply for each message sent or received from Your wireless device according to the terms and conditions of Your service agreement with Your wireless carrier. | — | Removed |
| 18423 | Other charges may apply (such as normal airtime and carrier charges as well as charges for wireless Internet access) and may appear on Your mobile phone bill or be deducted from Your prepaid account balance. | — | Removed |
| 18424 | Wireless carriers’ rate plans may vary, and You should contact Your wireless carrier for more information on messaging rate plans and charges relating to Your participation in this Contest. | — | Removed |
| 18425 | Mobile device service may not be available in all areas. | — | Removed |
| 18426 | Check Your phone’s capabilities for specific instructions. | — | Removed |
| 18427 | Entrant acknowledges and agrees that all Entries become the property of the Gusto upon submission. | — | Removed |
| 18428 | Entries are not being submitted in confidence or in trust to Gusto and that no confidential or fiduciary relationship is intended or created. | — | Removed |
| 18429 | Each Entrant acknowledges that Gusto and other Entrants may have created ideas and concepts contained in their Entries that may have familiarities or similarities or may be identical in theme, idea, format or other respects to his/her own Entry, and that he/she will not be entitled to any compensation or right to negotiate with Gusto because of these familiarities or similarities. | — | Removed |
| 18430 | Notwithstanding any custom and practice in the industry to pay an individual for an idea (if any), nothing herein shall create an implied or express contract to compensate Entrants for their Entries and there is no obligation for Gusto to pay or otherwise compensate Entrants for any of their ideas or materials in any communications with Gusto, whatsoever. | — | Removed |
| 18431 | Entrants waive any and all claims that Entrants may have had, may have, and/or may have in the future, that any Entry and/or other works accepted, reviewed and/or used by the Gusto may be similar to his/her Entry, or that any compensation is due to Entrant in connection with such Entry or other works used by Gusto. | — | Removed |
| 18432 | Entries are not confidential and Gusto’s only obligations to entrants regarding Entries are as specifically set forth in these Official Rules. | — | Removed |
| 18433 | The decisions of Gusto are final and binding in all matters relating to this Contest, including interpretation and application of these Official Rules. | — | Removed |
| 18434 | Gusto reserves the right to request from Entrant at any time proof that Entrant maintains all necessary rights in their Entry in order to grant Gusto the rights required herein in a form acceptable to Gusto. | — | Removed |
| 18435 | Failure to provide such proof may lead to, among other things, the Entrant being disqualified from the Contest. 6. | — | Removed |
| 18436 | Content Guidelines. | — | Removed |
| 18437 | In addition to complying with all other requirements of these Official Rules; each Entry must comply with the following content guidelines (“Content Guidelines”). | — | Removed |
| 18438 | Any Entry that Gusto in its sole discretion, determines is in violation of any Content Guideline may be disqualified from the Contest. | — | Removed |
| 18439 | Each Entry: Must be truthful and not exaggerated; Must not include any information that is confidential, proprietary or trade secret of the Small Business or any other individual or entity; Must relate to the Contest theme of why the Small Business should win the Prize; Must not contain unauthorized content that violates or infringes any third-party rights of any kind, including, without limitation, any third-party privacy, publicity, trade secret and/or intellectual property rights, including third party registered and/or common law copyrights and trademarks; Must not disparage any individual or entity, including Gusto (or any other person who endorses their products/services), any other person or entity affiliated with the Contest or products, services or entities that are competitive with any of the foregoing; Must not contain brand names, trademarks or logos of any third party other than the relevant Small Business and the Gusto Content, subject to the limited license granted by Gusto above and solely in accordance with the terms of these Official Rules (including these Content Guidelines); Must not contain content or other creative elements not created by and original to Entrant; Must not contain content or other material that is misleading, inappropriate, indecent, obscene, pornographic, sexually explicit hateful, tortious, defamatory, slanderous or libelous; Must not contain content or other material that includes explicit language or content, images of violence, or promotion of illegal activities tobacco, alcohol, drugs or other controlled substances, dangerous stunts, real weapons of any kind including, but not limited to, guns, knives or projectiles or relates to lotteries or gambling. | — | Removed |
| 18440 | Must not contain content or other material that reflects, advocates or promotes bigotry, racism, hatred, harm or exploitation of or against any class, group or individual, discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or actions or activities that are restricted, prohibited, illegal or unlawful; Must not contain content, images or other material that is unlawful or in violation of or contrary to any applicable federal or state/provincial laws or regulations; Must not have been previously submitted in a promotion of any kind, or published, posted, exhibited or displayed publicly for commercial use by any means and in any form or media. 7. | — | Removed |
| 18441 | Contest Judging. | — | Removed |
| 18442 | Each of the submitted eligible Contest Entries will be judged according to the Judging Criteria (defined below) by one (1) or more panels of selected judges (the “Judges”). | — | Removed |
| 18443 | The Entrant with the highest total score in the opinion of the Judges will be declared the potential Gusto Impact Award winner of the Contest. | — | Removed |
| 18444 | If a potential finalist or Gusto Impact Award winner is deemed ineligible or subject to disqualification for any reason in accordance with these Official Rules, such Contest Entrant will be disqualified and the eligible Contest Entry, if any, that garnered the next highest score (in the opinion of the Judges) will be declared the new potential finalist or Gusto Impact Award winner (as applicable). | — | Removed |
| 18445 | The new Contest Entrant selectee, if any, will need to meet all eligibility requirements and otherwise be in compliance with these Official Rules in order for such Contest Entrant to be declared a finalist or the potential Gusto Impact Award winner (as applicable). | — | Removed |
| 18446 | Should the pool of Contest Entrants be deemed ineligible or otherwise not in compliance with these Official Rules, Gusto may at its own discretion decide there are no finalists or no Gusto Impact Award winner. | — | Removed |
| 18447 | Gusto’s decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 18448 | As stated above, each eligible Contest Entry will be judged in accordance with the following equally weighted criteria, which will be averaged among participating Judges (the “ Judging Criteria ”): Overview of Business And Its Purpose, Strength of Story 0-33 points Community Impact 0-33 points Impact of Winning on Business, Team and Community 0-33 points 8. | — | Removed |
| 18449 | Gusto Impact Award Winner Notification. | — | Removed |
| 18450 | The Contest Entrant declared to be the potential Gusto Impact Award and Additional Prize winners will be notified by Gusto via email and/or phone. | — | Removed |
| 18451 | Potential Gusto Impact Award winner will be required to respond back to Gusto within seventy-two (72) hours of notification issuance, verifying eligibility in the Contest, and willingness to accept the Gusto Impact Award as detailed herein. | — | Removed |
| 18452 | Failure to respond within this seventy-two (72) hour deadline or comply in any way with the stated requirements may result in forfeiture of Gusto Impact Award at the sole discretion of Gusto. | — | Removed |
| 18453 | If, at the time of attempted notification, the potential Gusto Impact Award winner cannot be reached within a reasonable period (as determined by Gusto) and after a few reasonable attempts, and/or if the potential Gusto Impact Award winner is found not to meet the eligibility requirements or is otherwise found not to be in compliance with these Official Rules, or if any notification is returned as undeliverable for any reason, the potential Gusto Impact Award winner may at Gusto’s sole discretion be disqualified and, time permitting, as determined by Gusto in its sole and exclusive discretion, the Entry that received the next highest score in the opinion of the Judges (as described above) will be deemed the potential Gusto Impact Award winner. | — | Removed |
| 18454 | If the new potential Gusto Impact Award winner is found not to meet all the eligibility requirements set forth in these Official Rules, Gusto may, in its sole and exclusive discretion, determine that there is no winner of the Gusto Impact Award or, time permitting, as determined by Gusto in its sole and exclusive discretion, continue this process and seek to determine a new potential Gusto Impact Award winner from the remaining Entries. | — | Removed |
| 18455 | Any new potential Gusto Impact Award winner, if any, will have to meet all eligibility requirements and otherwise be in compliance with these Official Rules in order to be declared the official Gusto Impact Award winner. | — | Removed |
| 18456 | In order for the potential Gusto Impact Award winner to be declared the official Gusto Impact Award winner and to be able to redeem her Prize, the potential Gusto Impact Award winner will be required to sign a Publicity Release and return it to Gusto within ten (10) calendar days of issuance. | — | Removed |
| 18457 | In addition, to be able to redeem a Prize, the potential Gusto Impact Award winner will need to complete an IRS Form W-9. | — | Removed |
| 18458 | Failure of a potential Gusto Impact Award winner to return the Publicity Release and/or IRS Form W-9 correctly completed and executed, within the required time period, may result in forfeiture of the Prize, to be determined at Gusto’s sole discretion. 9. | — | Removed |
| 18459 | Prizes and Approximate Retail Values (“ARV”). | — | Removed |
| 18460 | The Gusto Impact Award and Additional Prizes are collectively referred to herein as “ Prizes ” or the “ Prize ”. | — | Removed |
| 18461 | Prize elements are in Gusto’s sole discretion and subject to change and Winners may need to sign additional documents related to additional components. | — | Removed |
| 18462 | Gusto Impact Award . | — | Removed |
| 18463 | The “Gusto Impact Award” is available to one Entrant per metropolitan area within the Eligibility Area and includes: ten thousand dollars ($10,000.00) awarded in the name of the Small Business named in winning Entry paid via ACH (or other payment method, as may be determined in the sole decision of Gusto), one ad spotlight package consisting of Gusto-specified advertising (ARV: approximately forty thousand dollars [$40,000]), one year of free payroll from Gusto (ARV: approximately one thousand five hundred dollars [$1,500]). | — | Removed |
| 18464 | The total Gusto Impact Award ARV is approximately fifty one thousand five hundred dollars $51,500. | — | Removed |
| 18465 | The Gusto Impact Award will also include an initial consultation with Gusto’s creative team to design one advertisement featuring the Small Business named in the winning Entry, with up to two rounds of creative revisions. | — | Removed |
| 18466 | Winner understands and agrees that Gusto shall have final creative control over any advertisements. | — | Removed |
| 18467 | Additional Prizes . | — | Removed |
| 18468 | An “Additional Prize” of a five hundred dollar ($500.00) Visa gift card is available to thirty (30) Entrants per metropolitan area within the Eligibility Area for other winners as selected by Gusto in Gusto’s sole discretion. | — | Removed |
| 18469 | Note: The Gusto Impact Award winner must be available to participate on the date, time and location(s) necessary for a branded event to celebrate the winner (if held) as determined by Gusto or Gusto Impact Award may be forfeited and (time permitting as determined by Gusto) an alternate Gusto Impact Award winner determined per the process detailed above. | — | Removed |
| 18470 | All federal, state and local taxes are the sole responsibility of Small Business winners that receive a Prize. | — | Removed |
| 18471 | By accepting a Prize, Entrant agrees: (i) that Entrant is responsible for all federal, state, and local income tax liability on the Prize received and all other obligations and expenses that are associated with receipt and use of the Prize regardless of the value; and (ii) to release and hold harmless Gusto and affiliates from and against any and all disputes, claims, or causes of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Contest or receipt or use or misuse of any Prize. | — | Removed |
| 18472 | A 1099 tax statement will be filed with the IRS for the value of the Prize. | — | Removed |
| 18473 | Prize winners will be required to provide Gusto with a valid tax identification number of winning Small Business before the Prize will be awarded for tax reporting purposes. | — | Removed |
| 18474 | An IRS Form 1099 or IRS Form W8-BEN (as the case may be) may be issued in the name of winning Small Business for the actual value of the Prize received. | — | Removed |
| 18475 | Acceptance of the Prize constitutes permission (except where prohibited) for Gusto to use Prize winner’s name, Small Business name, Essays and Contest Entry, likeness, biography, statements, voice, image and any other personal characteristics, in any and all media now or hereafter known, for any purpose, including without limitation marketing, promotional and publicity purposes without additional compensation to such Prize winner and such individual hereby releases Gusto and its designee(s) from any liability with respect to such use. | — | Removed |
| 18476 | Gusto and its designees are not obligated to use any of the above mentioned information or materials, but may do so and may edit such information or materials, at Gusto’s sole discretion, without further obligation or compensation. | — | Removed |
| 18477 | Contest subject to the laws of the United States only. | — | Removed |
| 18478 | All federal, state and local laws and regulations apply. | — | Removed |
| 18479 | Awarding of the Prize is subject to the Prize winner’s acceptance of all requisite conditions within these Official Rules and Prize winner’s ability and agreement to grant the rights set forth in these Official Rules and required documentation. | — | Removed |
| 18480 | By accepting the Prize, the Prize winner acknowledges compliance with these Official Rules. | — | Removed |
| 18481 | LIMIT: ONE (1) PRIZE PER ENTRANT. | — | Removed |
| 18482 | Any costs and incidentals not specified herein are the winner’s sole responsibility. | — | Removed |
| 18483 | If the winner declines or cannot accept any Prize element(s), no substitute Prize or compensation will be awarded. | — | Removed |
| 18484 | No substitution or transfer of Prize (other than cash portions of Prize) by winner except with Gusto’s permission. | — | Removed |
| 18485 | Gusto reserves the right to substitute a Prize or Prize component of equal or greater value should a Prize or any component of a Prize become unavailable. | — | Removed |
| 18486 | Unclaimed Prize(s) will be forfeited. | — | Removed |
| 18487 | Prizes, if legitimately claimed, will be awarded. | — | Removed |
| 18488 | Gusto is not responsible for and will not replace any lost, mutilated or stolen Prizes or any Prize/Prize element that is undeliverable or does not reach the winner because of an incorrect or changed address. | — | Removed |
| 18489 | No more than the stated number of Prizes will be awarded. | — | Removed |
| 18490 | All Prize details not specified in these Official Rules will be determined in Gusto’s sole and absolute discretion. 10. | — | Removed |
| 18491 | General Conditions. | — | Removed |
| 18492 | By participating in this Contest, each Entrant agrees: (a) to be bound by these Official Rules and the decisions of Gusto (as well as all judges), which shall be final in all respects; and (b) to release, discharge, indemnify and hold harmless Gusto, its advertising and promotion agencies, and each of their respective officers, directors, agents, representatives and employees, (collectively, the “Released Parties”) from and against any and all actions, claims, costs (including attorneys’ fees), injury, loss or damage, including, without limitation, death and bodily injury, arising in any manner, directly or indirectly, in whole or in part, out of or related to: (1) Entrants’ participation in the Contest; (2) the Released Party’s violation of rights of publicity or privacy, claims of defamation or portrayal in a false light or based on any claim of infringement of intellectual property; (3) technical failures of any kind, including, but not limited to, malfunctions, interruptions, or disconnections in phone lines, websites, network hardware or software beyond the reasonable control of Gusto; (4) unauthorized human intervention in any part of the Entry process or the Contest; (5) technical or human error which may occur in the administration of the Contest or the processing of Entries; (6) claims resulting from the impairment, cancellation or modification of the Contest; or (7) any acceptance, possession, misuse or use of any Prize (including, without limitation, losses, damages or injuries to Entrant’s or any other person’s equipment or other property, or to their persons or activity and any products liability claims alleging tangible property damage, bodily injury or death). | — | Removed |
| 18493 | Entrant releases all rights to bring any claim, action or proceeding against the Released Parties and hereby acknowledge that the Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to any Prize. | — | Removed |
| 18494 | In the event Gusto is prevented from continuing with the Contest by any event beyond its control, including, but not limited to, fire, flood, epidemic, pandemic , earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any federal, state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Gusto’s control (each, a “Force Majeure” event or occurrence), Gusto shall have the right to modify, suspend or terminate the Contest. | — | Removed |
| 18495 | Gusto Trademark Use Guidelines Version Version 2.0 (Current) Version 1.0 Effective March 10th 2026 Download Table of Contents Last Updated: April 25th 2025 These guidelines (“ Guidelines ”) are for people or organizations Gusto has given written permission to use our trademarks or brand elements. | — | Removed |
| 18496 | These assets are valuable parts of our brand, and following these rules helps protect them. | — | Removed |
| 18497 | You can only use the Gusto logos, names, and other brand elements* (the “ Marks ”) that we’ve specifically approved in writing, and only in materials we’ve also approved. | — | Removed |
| 18498 | Here’s what you need to know and do if you’re using Gusto’s Marks: You can only use the Marks for the specific purpose we’ve approved. | — | Removed |
| 18499 | Your use must follow your most recent agreement with Gusto, these Guidelines, and any other instructions we provide. | — | Removed |
| 18500 | You don’t have any rights to use the Marks beyond what’s outlined here. | — | Removed |
| 18501 | By using the Marks, you agree that Gusto owns them and that you won’t challenge or interfere with Gusto’s ownership in any way. | — | Removed |
| 18502 | The goodwill derived from using any part of Marks exclusively inures to the benefit of Gusto. | — | Removed |
| 18503 | If you ask, Gusto may provide images of the Marks—but you can only use the versions we give you. | — | Removed |
| 18504 | You can’t change the Marks in any way—this includes altering their color, font, shape, or design. | — | Removed |
| 18505 | You can resize them, but only if you keep the original proportions. | — | Removed |
| 18506 | Make sure the Marks are easy to see, not crowded by other elements, and not placed on backgrounds that make them hard to read. | — | Removed |
| 18507 | All uses of the Marks must follow Gusto’s Brand Guidelines , which we may update from time to time. | — | Removed |
| 18508 | Unless Gusto tells you otherwise, don’t use trademark symbols (like ™ or ®) with the Marks—especially in countries where the Marks aren’t registered. | — | Removed |
| 18509 | You can’t use the Marks in a way that suggests Gusto supports, sponsors, or endorses you—unless we’ve specifically agreed to it in writing. | — | Removed |
| 18510 | You can’t use the Marks in any way that makes Gusto, our products, or services look bad, diminishes or tarnishes Gusto’s goodwill in the Marks, or harms our reputation. | — | Removed |
| 18511 | Unless Gusto agrees otherwise in writing, you must include this statement wherever you use the Marks: “Gusto and all related marks are trademarks of Gusto.com, Inc. or its affiliates.” Gusto may update these guidelines or the approved Marks at any time. | — | Removed |
| 18512 | If you use the Marks without permission or don’t follow the guidelines, we may take action. | — | Removed |
| 18513 | If you have questions about these Guidelines, contact [email protected] for help. * The Marks include any trademarks, service marks, trade names, trade dress, and images identified by Gusto Effective April 25th 2025 to March 10th 2026 Download Table of Contents Last Updated: April 25th 2025 These guidelines (“ Guidelines ”) are for people or organizations Gusto has given written permission to use our trademarks or brand elements. | — | Removed |
| 18514 | These assets are valuable parts of our brand, and following these rules helps protect them. | — | Removed |
| 18515 | You can only use the Gusto logos, names, and other brand elements* (the “ Marks ”) that we’ve specifically approved in writing, and only in materials we’ve also approved. | — | Removed |
| 18516 | Here’s what you need to know and do if you’re using Gusto’s Marks: You can only use the Marks for the specific purpose we’ve approved. | — | Removed |
| 18517 | Your use must follow your most recent agreement with Gusto, these Guidelines, and any other instructions we provide. | — | Removed |
| 18518 | You don’t have any rights to use the Marks beyond what’s outlined here. | — | Removed |
| 18519 | By using the Marks, you agree that Gusto owns them and that you won’t challenge or interfere with Gusto’s ownership in any way. | — | Removed |
| 18520 | The goodwill derived from using any part of Marks exclusively inures to the benefit of Gusto. | — | Removed |
| 18521 | If you ask, Gusto may provide images of the Marks—but you can only use the versions we give you. | — | Removed |
| 18522 | You can’t change the Marks in any way—this includes altering their color, font, shape, or design. | — | Removed |
| 18523 | You can resize them, but only if you keep the original proportions. | — | Removed |
| 18524 | Make sure the Marks are easy to see, not crowded by other elements, and not placed on backgrounds that make them hard to read. | — | Removed |
| 18525 | All uses of the Marks must follow Gusto’s Brand Guidelines , which we may update from time to time. | — | Removed |
| 18526 | Unless Gusto tells you otherwise, don’t use trademark symbols (like ™ or ®) with the Marks—especially in countries where the Marks aren’t registered. | — | Removed |
| 18527 | You can’t use the Marks in a way that suggests Gusto supports, sponsors, or endorses you—unless we’ve specifically agreed to it in writing. | — | Removed |
| 18528 | You can’t use the Marks in any way that makes Gusto, our products, or services look bad, diminishes or tarnishes Gusto’s goodwill in the Marks, or harms our reputation. | — | Removed |
| 18529 | Unless Gusto agrees otherwise in writing, you must include this statement wherever you use the Marks: “Gusto and all related marks are trademarks of Gusto.com, Inc. or its affiliates.” Gusto may update these guidelines or the approved Marks at any time. | — | Removed |
| 18530 | If you use the Marks without permission or don’t follow the guidelines, we may take action. | — | Removed |
| 18531 | If you have questions about these Guidelines, contact [email protected] for help. * The Marks include any trademarks, service marks, trade names, trade dress, and images identified by Gusto May 2025 BDO Alliance Accountant Partner Promotion Terms Version Version 1.0 (Current) Effective May 2nd 2025 Download Table of Contents Last updated May 2, 2025 These May 2025 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 18532 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 18533 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 18534 | As used in these Promotion Terms, “ you ” and “ your ” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 18535 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 18536 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) of up to $16,000 or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 18537 | Eligibility To participate in the Accountant Promotion, you must be (a) a current member of BDO Alliance and (b) enrolled in the Gusto Accountant Partner Program (“ Participation Criteria ”). | — | Removed |
| 18538 | In order to be eligible for the Promotion Payout, you must add at least two (2) Qualifying Partner Clients during the period beginning on May 5, 2025 and ending on September 5, 2025 (“ Promotion Period ”) (the “ Payout Criteria ”). | — | Removed |
| 18539 | A “ Qualifying Partner Client ” is defined as a Partner Client that (a) onboards at least three (3) employees to such Partner Client’s Employer Account during the Promotion Period; (b) runs at least one Gusto Payroll during the Promotion Period and pays such employees via Gusto Payroll for the duration of the Promotion Period; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; and (e) remains your Partner Client for the Promotion Period. | — | Removed |
| 18540 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout as further described herein. | — | Removed |
| 18541 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 18542 | The Promotion Payout is $400 for each Qualified Partner Client added after the first Qualified Partner Client calculated as of the end of the Promotion Period, up to a maximum payment value of $16,000. | — | Removed |
| 18543 | In other words, the first Qualified Partner Client added will never be eligible for a Promotion Payout and the Promotion Payout will only count Qualified Partner Clients added after the first Qualified Partner Client. | — | Removed |
| 18544 | For example, if you add four Qualified Partner Clients during the Promotion Period, you will be eligible to receive a $400 payment for three Qualified Partner Clients: the second, third and fourth Qualified Partner Clients only. | — | Removed |
| 18545 | The Promotional Payouts shall be sent via ACH within forty-five (45) days of the later of the following: (i) October 5, 2025, or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 18546 | If Accountant Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying the value of the Promotion Payout as a credit to Accountant Partner’s Gusto Payroll Service Fees and/or Client Service Fees (as applicable) (“ Promotion Credit ”). | — | Removed |
| 18547 | The Promotion Credit may only be applied to Gusto Service Fees. | — | Removed |
| 18548 | In the event that the total amount of Gusto Service Fees is less than the Promotion Credit, the Promotion Credit will be paid out on a pro rata basis so long as (a) Accountant Program continues to meet the Participation Criteria herein for the duration of the period in which the Promotion Credit is being paid out, (b) the invoiced amount of Service Fees or Client Service Fees remains greater than $0. | — | Removed |
| 18549 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 18550 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 18551 | The Promotion Credit may be applied to the Revenue Share Incentive or the Volume Discount Incentive, subject to these Promotion Terms, The Promotion Credit may be combined or stacked with other discounts or promotions. | — | Removed |
| 18552 | Accountant Partners must not 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. | — | Removed |
| 18553 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 18554 | Gusto may modify or terminate this Accountant Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 18555 | Gusto reserves the right to declare a New Client or an Accountant Partner ineligible for the Accountant Promotion if Gusto determines that Accountant Partner is abusing the Accountant Promotion. | — | Removed |
| 18556 | Service Provider Data Processing Agreement Version Version 2.0 (Current) Version 1.0 Effective February 26th 2026 Download Table of Contents Last Updated: February 26, 2026 This Service Provider Data Processing Agreement (“ SPDPA ”) governs the Processing of Personal Data by any entity (“ Service Provider ”) which Processes Personal Data on behalf of Gusto, Inc. | — | Removed |
| 18557 | (" Company ") pursuant to: (i) any agreement, purchase order, or other arrangement that references this SPDPA, or; (ii) in the absence of such reference, any agreement, purchase order, or other arrangement where Company permits Service Provider to process Personal Data on Company's behalf ((i) and (ii) collectively the “ Agreement ”). | — | Removed |
| 18558 | Acceptance of Terms. | — | Removed |
| 18559 | By entering into an agreement, purchase order, or other arrangement with Company that references this SPDPA, or otherwise providing services to Company that involve the Processing of Company Personal Data, Service Provider agrees to be bound by this SPDPA. | — | Removed |
| 18560 | Subject Matter and Duration. | — | Removed |
| 18561 | Subject Matter. | — | Removed |
| 18562 | This SPDPA reflect the parties’ commitment to abide by Data Protection Laws concerning the Processing of Company Personal Data in connection with Service Provider’s execution of the Agreement. | — | Removed |
| 18563 | All capitalized terms that are not expressly defined in this SPDPA will have the meanings given to them in the Agreement. | — | Removed |
| 18564 | If and to the extent language in this SPDPA conflicts with the Agreement, this SPDPA shall control unless the Agreement expressly states that terms of this SPDPA are superseded. | — | Removed |
| 18565 | Duration and Survival. | — | Removed |
| 18566 | This SPDPA will become legally binding when Service Provider begins Processing Company Personal Data or upon the effective date of the Agreement, whichever occurs first. | — | Removed |
| 18567 | Service Provider will Process Company Personal Data until the relationship terminates as specified in the Agreement, or Company otherwise revokes Service Provider’s permission to Process Company Personal Data. | — | Removed |
| 18568 | Service Provider’s obligations and Company’s rights under this SPDPA will continue in effect so long as Service Provider Processes Company Personal Data, including any data retained for legal compliance purposes. | — | Removed |
| 18569 | Definitions. | — | Removed |
| 18570 | For the purposes of this SPDPA, the following terms and those defined within the body of this SPDPA apply. “ Company Personal Data ” means Personal Data Processed by Service Provider on behalf of Company. “ Data Protection Laws ” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Company Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the EU General Data Protection Regulation 2016/679 (“ GDPR ”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; the California Consumer Privacy Act of 2018 (“ CCPA ”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut’s Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act (in each case as supplemented by implementing regulations and as amended, adopted, or superseded from time to time). “ Personal Data ” has the meaning assigned to the terms “personal data” or “personal information” under applicable Data Protection Laws, and will, at a minimum, mean any information relating to an identified or identifiable natural person. “ Process ” or “ Processing ” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Security Incident(s) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Company Personal Data, including ransomware, denial of service attacks and other similar security events. “ Services ” means any and all services that the Service Provider performs under the Agreement. “ Subprocessor(s) ” means Service Provider’s vendors and third-party service providers that Process Company Personal Data. | — | Removed |
| 18571 | Processing Terms for Company Personal Data. | — | Removed |
| 18572 | Documented Instructions . | — | Removed |
| 18573 | Service Provider shall Process Company Personal Data solely for the purpose of providing the Services to Company, and solely to the extent necessary to provide the Services to Company, in each case, in accordance with the Agreement, this SPDPA, and Data Protection Laws. | — | Removed |
| 18574 | Service Provider will, unless legally prohibited from doing so, promptly inform Company in writing if Service Provider: (i) reasonably believes that there is a conflict between Company’s instructions and applicable law; (ii) seeks to Process Company Personal Data in a manner that is inconsistent with Company’s instructions or Data Protection Laws; or, (iii) makes a determination that it can no longer meet its obligations under this SPDPA or Data Protection Laws. | — | Removed |
| 18575 | Service Provider shall provide all notices under this section within the timeframes required by Data Protection Laws. | — | Removed |
| 18576 | Authorization to Use Subprocessors . | — | Removed |
| 18577 | To the extent necessary to fulfill Service Provider’s contractual obligations under the Agreement, Company hereby authorizes Service Provider to engage Subprocessors. | — | Removed |
| 18578 | Service Provider and Subprocessor Compliance . | — | Removed |
| 18579 | Service Provider shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Company Personal Data that imposes on such Subprocessors data protection and information security requirements for Company Personal Data that are at least as protective as the obligations in this SPDPA; and (ii) remain fully liable to Company for Service Provider’s Subprocessors’ failure to perform their obligations with respect to the Processing of Company Personal Data. | — | Removed |
| 18580 | Right to Object to Subprocessors . | — | Removed |
| 18581 | Service Provider will notify Company via email prior to engaging any new Subprocessors that Process Company Personal Data and allow Company thirty (30) days to object. | — | Removed |
| 18582 | If Company has objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection for no less than thirty (30) days, and failing any such resolution, Company may terminate the part of the Service performed under the Agreement that cannot be performed by Service Provider without use of the objectionable Subprocessor. | — | Removed |
| 18583 | Service Provider shall refund any pre-paid, unused fees to Company in respect of the terminated part of the Services. | — | Removed |
| 18584 | Confidentiality . | — | Removed |
| 18585 | Any person authorized to Process Company Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality. | — | Removed |
| 18586 | Personal Data Inquiries and Requests . | — | Removed |
| 18587 | Service Provider agrees to provide reasonable assistance and comply with all reasonable instructions from Company related to any requests from individuals exercising their rights in Company Personal Data granted to them under Data Protection Laws (e.g., access, deletion, etc.). | — | Removed |
| 18588 | If a request is sent directly to Service Provider, Service Provider shall promptly notify Company within five (5) days of receiving such request and shall not respond to the request unless Company has authorized Service Provider to do so. | — | Removed |
| 18589 | Prohibited Uses of Company Personal Data. | — | Removed |
| 18590 | Service Provider shall not: sell or share Company Personal Data as the terms "sell" and “share” are defined by the CCPA or other Data Protection Laws; retain, use, or disclose Company Personal Data outside of the direct business relationship between the parties; combine Company Personal Data with Personal Data it receives from (or on behalf of) another person; or attempt to identify (or re-identify) any person using Company de-identified or aggregate information. | — | Removed |
| 18591 | Data Protection Impact Assessment and Prior Consultation . | — | Removed |
| 18592 | Service Provider agrees to provide reasonable assistance to Company where, in Company’s judgement, the type of Processing performed by Service Provider requires a data protection impact assessment, data risk assessment, and/or prior consultation with the relevant data protection authorities. | — | Removed |
| 18593 | Demonstrable Compliance . | — | Removed |
| 18594 | Service Provider agrees to provide information reasonably necessary to demonstrate compliance with this SPDPA upon Company’s reasonable request. | — | Removed |
| 18595 | Service Provider agrees that in order to stop and remediate unauthorized use of Company Personal Data, Company may take reasonable and appropriate steps and Service Provider will provide reasonable assistance to Company when necessary. | — | Removed |
| 18596 | Processing Details Documentation. | — | Removed |
| 18597 | Processing Details Requirement. | — | Removed |
| 18598 | Service Provider acknowledges that specific details regarding the Processing of Company Personal Data, including categories of data subjects, categories of personal data, and sensitive data categories (if any) (" Processing Details "), are essential components of this SPDPA and required for compliance with Data Protection Laws. | — | Removed |
| 18599 | Documentation Process. | — | Removed |
| 18600 | Prior to Processing any Company Personal Data, Service Provider shall complete a " Processing Details Addendum " documenting all information required in Section 13 and Section 2.B of Exhibit A. | — | Removed |
| 18601 | This Addendum shall be submitted to Company for approval at [email protected] , via Company’s standard procurement process or as otherwise instructed by Company. | — | Removed |
| 18602 | Incorporation by Reference. | — | Removed |
| 18603 | Upon Company's written approval, the Processing Details Addendum shall be incorporated into and form an integral part of this SPDPA with the same force and effect as if fully set forth herein, without requiring amendment of the online terms. | — | Removed |
| 18604 | Condition Precedent. | — | Removed |
| 18605 | Service Provider shall not Process any Company Personal Data until Company has received and approved the Processing Details Addendum. | — | Removed |
| 18606 | Any Processing of Company Personal Data without an approved Processing Details Addendum shall constitute a material breach of this SPDPA. | — | Removed |
| 18607 | Default Categories. | — | Removed |
| 18608 | If Service Provider fails to specify certain Processing Details but begins Processing with Company's authorization, the following default categories shall apply to the extent not otherwise specified: Default Data Subjects: Gusto employees or workers (including contractors and contingent workers), applicants for employment at Gusto, Gusto customers or clients (businesses using Gusto's services), employees or agents of Gusto customers (including their contractors, contingent workers, and job applicants), and any other individuals whose personal data is processed by Gusto in connection with its services. | — | Removed |
| 18609 | Default Personal Data Categories: Contact information (including name, email address, physical address, phone number, and user IDs), professional details (including job title, department, employer, work history, and professional qualifications), authentication data (including usernames and passwords), financial information (including bank account details, tax information, and payment data), identification information (including government-issued identifiers), and any other personal data reasonably necessary to perform the Services as described in the Agreement. | — | Removed |
| 18610 | Default Sensitive Data: None, unless explicitly authorized in writing by Company. | — | Removed |
| 18611 | Updates and Amendments. | — | Removed |
| 18612 | Service Provider shall promptly update the Processing Details Addendum if there are any changes to the Processing activities, data categories, data subjects, or other relevant details, and shall submit such updates to Company for approval. | — | Removed |
| 18613 | Material Breach. | — | Removed |
| 18614 | Any material inaccuracy, omission, or failure to provide the information required by this Section constitutes a material breach of this SPDPA and shall result in immediate termination of Service Provider's authorization to Process Company Personal Data, and may constitute grounds for termination of the Agreement at Company's sole discretion. | — | Removed |
| 18615 | Information Security Program. | — | Removed |
| 18616 | Security Measures . | — | Removed |
| 18617 | Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards that protect Company Personal Data (the “ Information Security Program ”). | — | Removed |
| 18618 | At a minimum, such safeguards shall include: Pseudonymisation of Company Personal Data where appropriate, and encryption of Company Personal Data in transit and at rest; The ability to ensure the ongoing confidentiality, integrity, availability of Service Provider’s Processing and Company Personal Data; The ability to restore the availability and access to Company Personal Data in the event of a physical or technical incident; and, A process for regularly testing, assessing and evaluating the effectiveness of the Service Provider’s Information Security Program to ensure the security of its Processing and Company Personal Data. | — | Removed |
| 18619 | Security Incidents. | — | Removed |
| 18620 | Security Incident Procedure . | — | Removed |
| 18621 | Service Provider will deploy and follow policies and procedures to detect, respond to, and otherwise address Security Incidents including procedures to (i) identify and respond to reasonably suspected or known Security Incidents, mitigate harmful effects of Security Incidents, document Security Incidents and their outcomes, and (ii) restore the availability or access to Company Personal Data in a timely manner. | — | Removed |
| 18622 | Notice . | — | Removed |
| 18623 | Service Provider agrees to provide written notice without undue delay (but in no event longer than forty-eight (48) hours) to Company’s Designated POC if it knows or reasonably suspects that a Security Incident has taken place. | — | Removed |
| 18624 | Such notice will include all available details required under Data Protection Laws for Company to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident. | — | Removed |
| 18625 | If all information specified to be included in the notice is not available with the initial notice, then Service Provider shall continue providing Company with updated information as it becomes available. | — | Removed |
| 18626 | Remediation . | — | Removed |
| 18627 | Service Provider shall: (i) help Company investigate, remediate and take any other action Company deems necessary regarding the Security Incident and any dispute, inquiry, investigation or claim concerning the Security Incident; and (ii) provide Company with assurance satisfactory to Company that such Security Incident will not recur. | — | Removed |
| 18628 | In the event of a Security Incident, Company has the right to control the breach notification process. | — | Removed |
| 18629 | Service Provider will be liable for any costs and expenses incurred by Company in connection with the Security Incident, including: (1) the cost of preparing and delivering notices to affected individuals; (2) the cost of providing credit monitoring services or other credits or benefits extended to affected individuals; (3) reasonable attorneys’ fees associated with investigation, remediation and response; (4) liability to third parties that Company incurs in connection with the Security Incidents (such as amounts paid or for which Company is liable to third parties in tort or arising out of contracts); and (5) labor and subcontractor costs, including employee time spent and additional costs incurred in connection with call center support. | — | Removed |
| 18630 | Cross-Border Transfers of Company Personal Data. | — | Removed |
| 18631 | Cross-Border Transfers of Company Personal Data . | — | Removed |
| 18632 | Company authorizes Service Provider to transfer Company Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Data Protection Laws. | — | Removed |
| 18633 | EEA, Swiss, and UK Standard Contractual Clauses. | — | Removed |
| 18634 | If Service Provider or its Subprocessors Process Company Personal Data originating in the European Economic Area, Switzerland, and/or United Kingdom in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“ Standard Contractual Clauses ”) as supplemented by Exhibit A attached hereto shall apply, the terms of which are incorporated herein by reference. | — | Removed |
| 18635 | Each party’s signature to this Addendum shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder. | — | Removed |
| 18636 | Audits. | — | Removed |
| 18637 | Company Audit . | — | Removed |
| 18638 | Company (or its appointed representative) may carry out an audit of Service Provider’s premises, architecture, systems, policies, procedures, and records relevant to the Processing of Company Personal Data. | — | Removed |
| 18639 | Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with reasonable advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) is subject to reasonable confidentiality procedures. | — | Removed |
| 18640 | Following an audit, Service Provider shall make any necessary changes to ensure compliance with its obligations under this SPDPA at its own expense and without unreasonable delay and shall notify Company when such changes are complete. | — | Removed |
| 18641 | Company Personal Data Storage and Deletion. | — | Removed |
| 18642 | Data Storage . | — | Removed |
| 18643 | Service Provider will not store or retain any Company Personal Data except as necessary to perform the Services under the Agreement and will comply with any data localization obligations required by local law. | — | Removed |
| 18644 | Data Deletion . | — | Removed |
| 18645 | Service Provider will abide by the following with respect to deletion of Company Personal Data: Within thirty (30) calendar days of the Agreement’s expiration or termination, or sooner if requested by Company, Service Provider will securely destroy (per subsection (iii) below) all copies of Company Personal Data (including automatically created archival copies), except to the extent Service Provider is required to retain such data by applicable law. | — | Removed |
| 18646 | Any data retained pursuant to legal requirements remains subject to all terms of this SPDPA until destruction. | — | Removed |
| 18647 | Upon Company’s request, Service Provider will promptly return to Company a copy of all Company Personal Data within thirty (30) days and, following such return, will also delete all Company Personal Data as set forth above. | — | Removed |
| 18648 | Company Personal Data shall be disposed of in a method that prevents any recovery of the data in accordance with industry best practices for shredding of physical documents and wiping of electronic media (e.g., NIST SP 800-88). | — | Removed |
| 18649 | Upon Company’s request, Service Provider will provide a “Certificate of Deletion” certifying that Service Provider has deleted all Company Personal Data. | — | Removed |
| 18650 | Service Provider will provide the “Certificate of Deletion” within thirty (30) days of Company’s request. | — | Removed |
| 18651 | Indemnification. | — | Removed |
| 18652 | Indemnity . | — | Removed |
| 18653 | Service Provider shall indemnify, defend, and hold harmless Company and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, fines, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or relating to: (i) a Security Incident; (ii) Service Provider’s negligence or willful misconduct related to Company Personal Data; (iii) Service Provider’s breach of this SPDPA and/or (iv) Service Provider's failure to accurately document or adhere to the Processing Details as set forth in the approved Processing Details Addendum. | — | Removed |
| 18654 | Service Provider's total liability under this Section 12 shall not exceed the greater of (x) $5,000,000 or (y) 5 times the total fees paid by Company to Service Provider under the Agreement in the twelve (12) months preceding the incident giving rise to the claim. | — | Removed |
| 18655 | Notwithstanding any limitation or exclusion of liability provision in the Agreement, Service Provider's indemnification and liability obligations under this Section 12 shall govern and take precedence over any conflicting provisions in the Agreement, unless the Agreement contains an express provision that specifically states it is intended to override the indemnification obligations set forth in this Section 12. . | — | Removed |
| 18656 | This Section 12 shall survive termination of the Agreement. | — | Removed |
| 18657 | Processing Details. | — | Removed |
| 18658 | Documentation Requirement. | — | Removed |
| 18659 | The specific Processing Details required in this Section 13 shall be documented in the Processing Details Addendum as described in Section 3 of this SPDPA. | — | Removed |
| 18660 | The information in the Processing Details Addendum shall be deemed to satisfy the requirements of this Section 13 upon Company's written approval. | — | Removed |
| 18661 | Binding Effect. | — | Removed |
| 18662 | The Processing Details documented in the approved Processing Details Addendum shall be legally binding on Service Provider and shall be treated as if fully set forth in this Section. | — | Removed |
| 18663 | Service Provider shall provide the following information to Company: Subject Matter and Business Purpose . | — | Removed |
| 18664 | The subject matter and business purpose of the Processing is the Services pursuant to the Agreement. | — | Removed |
| 18665 | Duration . | — | Removed |
| 18666 | The Processing will continue until the expiration or termination of the Agreement. | — | Removed |
| 18667 | Categories of Data Subjects . | — | Removed |
| 18668 | To be specified in the Processing Details Addendum as required by Section 6 of this SPDPA. | — | Removed |
| 18669 | If not otherwise specified, default categories in Section 6.e.i shall apply. | — | Removed |
| 18670 | Nature and Purpose of the Processing . | — | Removed |
| 18671 | The purpose of the Processing of Company Personal Data by Service Provider is the performance of the Services. | — | Removed |
| 18672 | Categories of Personal Data . | — | Removed |
| 18673 | To be specified in the Processing Details Addendum as required by Section 6 of this SPDPA. | — | Removed |
| 18674 | If not otherwise specified, default categories in Section 6.e.ii shall apply. | — | Removed |
| 18675 | Amendments to Terms. | — | Removed |
| 18676 | Company reserves the right to modify, amend, or update this SPDPA at any time in its sole discretion. | — | Removed |
| 18677 | Company will provide notice of any material changes by posting the updated Terms on its website or through other reasonable means of notification. | — | Removed |
| 18678 | Service Provider's continued Processing of Company Personal Data after the effective date of any changes constitutes Service Provider's acceptance of the modified Terms. | — | Removed |
| 18679 | If Service Provider does not agree with the changes to this SPDPA, Service Provider must work in good faith with Company to reach a mutually acceptable resolution, and failing that, Company has a right to terminate the Agreement without penalty. | — | Removed |
| 18680 | Unless instructed by Company in writing to pause the services, Service Provider must continue to provide the services under the Agreement under the old terms while the parties work to resolve. | — | Removed |
| 18681 | Company will make reasonable efforts to communicate material changes to this SPDPA, but Service Provider is responsible for periodically reviewing Company's website for the most current version of this SPDPA. | — | Removed |
| 18682 | The "Last Updated" date at the top of this SPDPA will indicate when the latest modifications were made. | — | Removed |
| 18683 | For clarity, no amendment to this SPDPA will reduce Service Provider's obligations with respect to security, privacy, or data protection required by applicable Data Protection Laws. | — | Removed |
| 18684 | Severability. | — | Removed |
| 18685 | If any provision of this SPDPA is found by a court of competent jurisdiction to be invalid, unconscionable, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed from this SPDPA. | — | Removed |
| 18686 | The invalidity, unconscionability, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this SPDPA, and all other provisions shall remain in full force and effect. | — | Removed |
| 18687 | The parties agree that any provision found to be invalid, unconscionable, or unenforceable shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and to maintain the balance of the bargain contemplated in this SPDPA. | — | Removed |
| 18688 | If the severance or modification of any provision would cause this SPDPA to fail in their essential purpose, the parties shall promptly negotiate a replacement provision that is valid and enforceable and that comes as close as possible to expressing the intent of the original provision. | — | Removed |
| 18689 | Contact Information. | — | Removed |
| 18690 | Company and Service Provider agree to designate a point of contact for urgent privacy and security issues (a “ Designated POC ”). | — | Removed |
| 18691 | Service Provider will provide Company written notice of its Designated POC (emailing [email protected] to suffice). | — | Removed |
| 18692 | The Designated POC for Company is: Gusto, Inc. | — | Removed |
| 18693 | Attn: Legal Privacy 525 20th St. San Francisco, CA 94107 [email protected] EXHIBIT A TO THE DATA PROCESSING ADDENDUM This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. | — | Removed |
| 18694 | Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum. | — | Removed |
| 18695 | The parties agree that the following terms shall supplement the Standard Contractual Clauses: Supplemental Terms. | — | Removed |
| 18696 | The parties agree that: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the Swiss Federal Act on Data Protection. | — | Removed |
| 18697 | Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must submit the request for specific authorization in accordance with Section 3(d) of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers). | — | Removed |
| 18698 | Annex I. | — | Removed |
| 18699 | Annex I to the Standard Contractual Clauses shall read as follows: A. | — | Removed |
| 18700 | List of Parties Data Exporter: Company. | — | Removed |
| 18701 | Address: As set forth in the Notices section of the Agreement. | — | Removed |
| 18702 | Contact person’s name, position, and contact details: Company’s Designated POC. | — | Removed |
| 18703 | Activities relevant to the data transferred under these Clauses: The Services. | — | Removed |
| 18704 | Role: Controller. | — | Removed |
| 18705 | Data Importer: Service Provider. | — | Removed |
| 18706 | Address: As set forth in the Notices section of the Agreement. | — | Removed |
| 18707 | Contact person’s name, position, and contact details: Service Provider’s Designated POC. | — | Removed |
| 18708 | Activities relevant to the data transferred under these Clauses: The Services. | — | Removed |
| 18709 | Role: Processor. | — | Removed |
| 18710 | B. | — | Removed |
| 18711 | Description of the Transfer: The specific details required in this Section 2.B shall be documented in the Processing Details Addendum as described in Section 3 of the SPDPA. | — | Removed |
| 18712 | The information in the Processing Details Addendum shall be deemed to satisfy the requirements of this Section 2.B upon Company's approval. | — | Removed |
| 18713 | Categories of data subjects whose personal data is transferred : To be specified in the Processing Details Addendum as required by Section 5 of this SPDPA. | — | Removed |
| 18714 | If not otherwise specified, default categories in Section 6.e.i shall apply. | — | Removed |
| 18715 | Categories of personal data transferred : The categories of personal data transferred under the Clauses including, but not limited to: To be specified in the Processing Details Addendum as required by Section 6 of this SPDPA. | — | Removed |
| 18716 | If not otherwise specified, default categories in Section 6.e.ii shall apply. | — | Removed |
| 18717 | Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures : To be specified in the Processing Details Addendum as required by Section 6 of this SPDPA. | — | Removed |
| 18718 | If not otherwise specified, default categories in Section 6.e.iii shall apply. | — | Removed |
| 18719 | The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) : Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties. | — | Removed |
| 18720 | Nature of the processing : The Services. | — | Removed |
| 18721 | Purpose(s) of the data transfer and further processing : The Services. | — | Removed |
| 18722 | The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period : Data importer will retain personal data in accordance with the Addendum. | — | Removed |
| 18723 | For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing : To be specified in the Processing Details Addendum as required by Section 6 of this SPDPA. | — | Removed |
| 18724 | C. | — | Removed |
| 18725 | Competent Supervisory Authority: The data protection authority in the EEA country where the affected data subjects reside will serve as the competent supervisory authority for personal data transfers. | — | Removed |
| 18726 | D. | — | Removed |
| 18727 | Data Transfer Impact Assessment Outcome: Taking into account the information and obligations set forth in the Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the personal data originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the Clauses to a country that has not been found to provide an adequate level of protection under applicable data protection laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable data protection laws. | — | Removed |
| 18728 | Annex II. | — | Removed |
| 18729 | Annex II of the Standard Contractual Clauses shall read as follows: Data importer shall implement and maintain appropriate technical and organisational measures that protect personal data in accordance with the Addendum. | — | Removed |
| 18730 | Service Provider agrees that it has the following security measures in place: Encryption. | — | Removed |
| 18731 | Service Provider shall use commercially reasonable encryption methodologies to protect personal data transferred over public networks, and shall implement whole disk encryption for all personal data at rest. | — | Removed |
| 18732 | Service Provider will fully document and comply with industry standard key management procedures for crypto keys used for the encryption of personal data. | — | Removed |
| 18733 | Storage. | — | Removed |
| 18734 | Service Provider shall retain all personal data in a physically and logically secure environment to protect from unauthorized access, modification, theft, misuse and destruction. | — | Removed |
| 18735 | Service Provider shall utilize platforms to host personal data that are configured to conform to reasonable industry standard security requirements and will only use hardened platforms that are continuously monitored for unauthorized changes. | — | Removed |
| 18736 | Networking. | — | Removed |
| 18737 | Service Provider shall utilize platforms configured to conform to reasonable industry standard security requirements designed to ensure that all network traffic among Company systems is restricted to only what is necessary to ensure the proper functioning of the Services. | — | Removed |
| 18738 | Vulnerability Management. | — | Removed |
| 18739 | Updates and Patches. | — | Removed |
| 18740 | With regards to the handling of personal data, Service Provider shall establish and maintain mechanisms for vulnerability and patch management that are designed to evaluate application, system, and network device vulnerabilities and apply industry standard security fixes and patches in a timely manner taking a risk-based approach for prioritizing critical patches. | — | Removed |
| 18741 | Audit Logging; Intrusion Detection. | — | Removed |
| 18742 | Service Provider shall collect and retain audit logs recording privileged user access activities, authorized and unauthorized access attempts, system exceptions, and information security events, complying with applicable policies and regulations. | — | Removed |
| 18743 | Audit logs shall be reviewed at least daily and file integrity (host) and network intrusion detection (IDS) tools shall be implemented to help facilitate timely detection, investigation by root cause analysis and response to incidents. | — | Removed |
| 18744 | Physical and logical user access to audit logs shall be restricted to authorized persons. | — | Removed |
| 18745 | Information Risk Assessment. | — | Removed |
| 18746 | On an annual basis, Service Provider shall cooperate with Company, to perform formal risk assessments to determine the likelihood and impact of potential privacy and security risks to personal data in a manner consistent with applicable Data Protection Laws, to the extent applicable. | — | Removed |
| 18747 | At least annually, Service Provider will conduct an independent third-party review of its security policies, standards, operations, and procedures related to the Services provided to Company. | — | Removed |
| 18748 | Upon request, Service Provider will provide Company with a copy of the report. | — | Removed |
| 18749 | Physical Security. | — | Removed |
| 18750 | Where the Service Provider is Processing personal data, such personal data shall be housed in secure areas, physically protected from unauthorized access, with appropriate environmental and perimeter controls. | — | Removed |
| 18751 | The facilities shall be physically protected from unauthorized access, damage, theft and interference. | — | Removed |
| 18752 | Disaster Recovery Management. | — | Removed |
| 18753 | Service Provider shall provide documentation of its formal and secure disaster recovery plan, maintain comprehensive industry standard controls designed to ensure the security, confidentiality, and integrity of the personal data. | — | Removed |
| 18754 | Service Provider shall share evidence with Company that Service Provider conducts regular testing of that plan on at least an annual basis, which impacts any Company systems and personal data governed by the Agreement. | — | Removed |
| 18755 | Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum. | — | Removed |
| 18756 | Annex III. | — | Removed |
| 18757 | A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows: The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“ UK Addendum ”) is incorporated herein by reference. | — | Removed |
| 18758 | Table 1: The start date in Table 1 is the effective date of the Addendum. | — | Removed |
| 18759 | All other information required by Table 1 is set forth in Annex I, Section A of the Clauses. | — | Removed |
| 18760 | Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum. | — | Removed |
| 18761 | Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses. | — | Removed |
| 18762 | Table 4: The parties agree that Exporter may end the UK Addendum as set out in Section 19. | — | Removed |
| 18763 | Effective May 23rd 2025 to February 26th 2026 Download Table of Contents Last Updated: May 23, 2025 This Service Provider Data Processing Agreement (“SPDPA”) governs the Processing of Personal Data by any entity (“Service Provider”) which Processes Personal Data on behalf of Gusto, Inc. | — | Removed |
| 18764 | ("Company") pursuant to: (i) any agreement, purchase order, or other arrangement that references this SPDPA, or; (ii) in the absence of such reference, any agreement, purchase order, or other arrangement where Company permits Service Provider to process Personal Data on Company's behalf ((i) and (ii) collectively the “Agreement”). | — | Removed |
| 18765 | Acceptance of Terms. | — | Removed |
| 18766 | By entering into an agreement, purchase order, or other arrangement with Company that references this SPDPA, or otherwise providing services to Company that involve the Processing of Company Personal Data, Service Provider agrees to be bound by this SPDPA. | — | Removed |
| 18767 | Subject Matter and Duration. | — | Removed |
| 18768 | Subject Matter. | — | Removed |
| 18769 | This SPDPA reflect the parties’ commitment to abide by Data Protection Laws concerning the Processing of Company Personal Data in connection with Service Provider’s execution of the Agreement. | — | Removed |
| 18770 | All capitalized terms that are not expressly defined in this SPDPA will have the meanings given to them in the Agreement. | — | Removed |
| 18771 | If and to the extent language in this SPDPA conflicts with the Agreement, this SPDPA shall control unless the Agreement expressly states that terms of this SPDPA are superseded. | — | Removed |
| 18772 | Duration and Survival. | — | Removed |
| 18773 | This SPDPA will become legally binding when Service Provider begins Processing Company Personal Data or upon the effective date of the Agreement, whichever occurs first. | — | Removed |
| 18774 | Service Provider will Process Company Personal Data until the relationship terminates as specified in the Agreement, or Company otherwise revokes Service Provider’s permission to Process Company Personal Data. | — | Removed |
| 18775 | Service Provider’s obligations and Company’s rights under this SPDPA will continue in effect so long as Service Provider Processes Company Personal Data. | — | Removed |
| 18776 | Definitions. | — | Removed |
| 18777 | For the purposes of this SPDPA, the following terms and those defined within the body of this SPDPA apply. “ Company Personal Data ” means Personal Data Processed by Service Provider on behalf of Company. “ Data Protection Laws ” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Company Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (“ CCPA ”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut’s Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act (in each case as supplemented by implementing regulations and as amended, adopted, or superseded from time to time). “ Personal Data ” has the meaning assigned to the terms “personal data” or “personal information” under applicable Data Protection Laws, and will, at a minimum, mean any information relating to an identified or identifiable natural person. “ Process ” or “ Processing ” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Security Incident(s) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Company Personal Data, including ransomware, denial of service attacks and other similar security events. “ Services ” means any and all services that the Service Provider performs under the Agreement. “ Subprocessor(s) ” means Service Provider’s vendors and third-party service providers that Process Company Personal Data. | — | Removed |
| 18778 | Processing Terms for Company Personal Data. | — | Removed |
| 18779 | Documented Instructions . | — | Removed |
| 18780 | Service Provider shall Process Company Personal Data solely for the purpose of providing the Services to Company, and solely to the extent necessary to provide the Services to Company, in each case, in accordance with the Agreement, this SPDPA, and Data Protection Laws. | — | Removed |
| 18781 | Service Provider will, unless legally prohibited from doing so, promptly inform Company in writing if Service Provider: (i) reasonably believes that there is a conflict between Company’s instructions and applicable law; (ii) seeks to Process Company Personal Data in a manner that is inconsistent with Company’s instructions or Data Protection Laws; or, (iii) makes a determination that it can no longer meet its obligations under this SPDPA or Data Protection Laws. | — | Removed |
| 18782 | Service Provider shall provide all notices under this section within the timeframes required by Data Protection Laws. | — | Removed |
| 18783 | Authorization to Use Subprocessors . | — | Removed |
| 18784 | To the extent necessary to fulfill Service Provider’s contractual obligations under the Agreement, Company hereby authorizes Service Provider to engage Subprocessors. | — | Removed |
| 18785 | Service Provider and Subprocessor Compliance . | — | Removed |
| 18786 | Service Provider shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Company Personal Data that imposes on such Subprocessors data protection and information security requirements for Company Personal Data that are at least as protective as the obligations in this SPDPA; and (ii) remain fully liable to Company for Service Provider’s Subprocessors’ failure to perform their obligations with respect to the Processing of Company Personal Data. | — | Removed |
| 18787 | Right to Object to Subprocessors . | — | Removed |
| 18788 | Service Provider will notify Company via email prior to engaging any new Subprocessors that Process Company Personal Data and allow Company thirty (30) days to object. | — | Removed |
| 18789 | If Company has objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection for no less than thirty (30) days, and failing any such resolution, Company may terminate the part of the Service performed under the Agreement that cannot be performed by Service Provider without use of the objectionable Subprocessor. | — | Removed |
| 18790 | Service Provider shall refund any pre-paid, unused fees to Company in respect of the terminated part of the Services. | — | Removed |
| 18791 | Confidentiality . | — | Removed |
| 18792 | Any person authorized to Process Company Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality. | — | Removed |
| 18793 | Personal Data Inquiries and Requests . | — | Removed |
| 18794 | Service Provider agrees to provide reasonable assistance and comply with all reasonable instructions from Company related to any requests from individuals exercising their rights in Company Personal Data granted to them under Data Protection Laws (e.g., access, deletion, etc.). | — | Removed |
| 18795 | If a request is sent directly to Service Provider, Service Provider shall promptly notify Company within five (5) days of receiving such request and shall not respond to the request unless Company has authorized Service Provider to do so. | — | Removed |
| 18796 | Prohibited Uses of Company Personal Data. | — | Removed |
| 18797 | Service Provider shall not: sell or share Company Personal Data as the terms "sell" and “share” are defined by the CCPA or other Data Protection Laws; retain, use, or disclose Company Personal Data outside of the direct business relationship between the parties; combine Company Personal Data with Personal Data it receives from (or on behalf of) another person; or attempt to identify (or re-identify) any person using Company de-identified or aggregate information. | — | Removed |
| 18798 | Data Protection Impact Assessment and Prior Consultation . | — | Removed |
| 18799 | Service Provider agrees to provide reasonable assistance to Company where, in Company’s judgement, the type of Processing performed by Service Provider requires a data protection impact assessment, data risk assessment, and/or prior consultation with the relevant data protection authorities. | — | Removed |
| 18800 | Demonstrable Compliance . | — | Removed |
| 18801 | Service Provider agrees to provide information reasonably necessary to demonstrate compliance with this SPDPA upon Company’s reasonable request. | — | Removed |
| 18802 | Service Provider agrees that in order to stop and remediate unauthorized use of Company Personal Data, Company may take reasonable and appropriate steps and Service Provider will provide reasonable assistance to Company when necessary. | — | Removed |
| 18803 | Information Security Program. | — | Removed |
| 18804 | Security Measures . | — | Removed |
| 18805 | Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards that protect Company Personal Data (the “ Information Security Program ”). | — | Removed |
| 18806 | At a minimum, such safeguards shall include: Pseudonymisation of Company Personal Data where appropriate, and encryption of Company Personal Data in transit and at rest; The ability to ensure the ongoing confidentiality, integrity, availability of Service Provider’s Processing and Company Personal Data; The ability to restore the availability and access to Company Personal Data in the event of a physical or technical incident; and, A process for regularly testing, assessing and evaluating the effectiveness of the Service Provider’s Information Security Program to ensure the security of its Processing and Company Personal Data. | — | Removed |
| 18807 | Security Incidents. | — | Removed |
| 18808 | Security Incident Procedure . | — | Removed |
| 18809 | Service Provider will deploy and follow policies and procedures to detect, respond to, and otherwise address Security Incidents including procedures to (i) identify and respond to reasonably suspected or known Security Incidents, mitigate harmful effects of Security Incidents, document Security Incidents and their outcomes, and (ii) restore the availability or access to Company Personal Data in a timely manner. | — | Removed |
| 18810 | Notice . | — | Removed |
| 18811 | Service Provider agrees to provide written notice without undue delay (but in no event longer than forty-eight (48) hours) to Company’s Designated POC if it knows or reasonably suspects that a Security Incident has taken place. | — | Removed |
| 18812 | Such notice will include all available details required under Data Protection Laws for Company to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident. | — | Removed |
| 18813 | If all information specified to be included in the notice is not available with the initial notice, then Service Provider shall continue providing Company with updated information as it becomes available. | — | Removed |
| 18814 | Remediation . | — | Removed |
| 18815 | Service Provider shall: (i) help Company investigate, remediate and take any other action Company deems necessary regarding the Security Incident and any dispute, inquiry, investigation or claim concerning the Security Incident; and (ii) provide Company with assurance satisfactory to Company that such Security Incident will not recur. | — | Removed |
| 18816 | In the event of a Security Incident, Company has the right to control the breach notification process. | — | Removed |
| 18817 | Service Provider will be liable for any costs and expenses incurred by Company in connection with the Security Incident, including: (1) the cost of preparing and delivering notices to affected individuals; (2) the cost of providing credit monitoring services or other credits or benefits extended to affected individuals; (3) reasonable attorneys’ fees associated with investigation, remediation and response; (4) liability to third parties that Company incurs in connection with the Security Incidents (such as amounts paid or for which Company is liable to third parties in tort or arising out of contracts); and (5) labor and subcontractor costs, including employee time spent and additional costs incurred in connection with call center support. | — | Removed |
| 18818 | Cross-Border Transfers of Company Personal Data. | — | Removed |
| 18819 | Cross-Border Transfers of Company Personal Data . | — | Removed |
| 18820 | Company authorizes Service Provider to transfer Company Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Data Protection Laws. | — | Removed |
| 18821 | Audits. | — | Removed |
| 18822 | Company Audit . | — | Removed |
| 18823 | Company (or its appointed representative) may carry out an audit of Service Provider’s premises, architecture, systems, policies, procedures, and records relevant to the Processing of Company Personal Data. | — | Removed |
| 18824 | Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with reasonable advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) is subject to reasonable confidentiality procedures. | — | Removed |
| 18825 | Following an audit, Service Provider shall make any necessary changes to ensure compliance with its obligations under this SPDPA at its own expense and without unreasonable delay and shall notify Company when such changes are complete. | — | Removed |
| 18826 | Company Personal Data Storage and Deletion. | — | Removed |
| 18827 | Data Storage . | — | Removed |
| 18828 | Service Provider will not store or retain any Company Personal Data except as necessary to perform the Services under the Agreement and will comply with any data localization obligations required by local law. | — | Removed |
| 18829 | Data Deletion . | — | Removed |
| 18830 | Service Provider will abide by the following with respect to deletion of Company Personal Data: Within thirty (30) calendar days of the Agreement’s expiration or termination, or sooner if requested by Company, Service Provider will securely destroy (per subsection (iii) below) all copies of Company Personal Data (including automatically created archival copies). | — | Removed |
| 18831 | Upon Company’s request, Service Provider will promptly return to Company a copy of all Company Personal Data within thirty (30) days and, following such return, will also delete all Company Personal Data as set forth above. | — | Removed |
| 18832 | Company Personal Data shall be disposed of in a method that prevents any recovery of the data in accordance with industry best practices for shredding of physical documents and wiping of electronic media (e.g., NIST SP 800-88). | — | Removed |
| 18833 | Upon Company’s request, Service Provider will provide a “Certificate of Deletion” certifying that Service Provider has deleted all Company Personal Data. | — | Removed |
| 18834 | Service Provider will provide the “Certificate of Deletion” within thirty (30) days of Company’s request. | — | Removed |
| 18835 | Indemnification. | — | Removed |
| 18836 | Indemnity . | — | Removed |
| 18837 | Service Provider shall indemnify, defend, and hold harmless Company and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, fines, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or relating to: (i) a Security Incident; (ii) Service Provider’s negligence or willful misconduct related to Company Personal Data; and/or (iii) Service Provider’s breach of this SPDPA. | — | Removed |
| 18838 | Service Provider’s obligations under this SPDPA shall not be subject to any limitation or exclusion of liability provision in the Agreement. | — | Removed |
| 18839 | This Section 10 shall survive termination of the Agreement. | — | Removed |
| 18840 | Processing Details. | — | Removed |
| 18841 | Subject Matter and Business Purpose . | — | Removed |
| 18842 | The subject matter and business purpose of the Processing is the Services pursuant to the Agreement. | — | Removed |
| 18843 | Duration . | — | Removed |
| 18844 | The Processing will continue until the expiration or termination of the Agreement. | — | Removed |
| 18845 | Categories of Data Subjects . | — | Removed |
| 18846 | Gusto employees or workers (Gusties), Applicants for employment at Gusto, Gusto customers or clients (Gustomers), and Employees or agents of Gustomers (EEs) Nature and Purpose of the Processing . | — | Removed |
| 18847 | The purpose of the Processing of Company Personal Data by Service Provider is the performance of the Services. | — | Removed |
| 18848 | Categories of Personal Data . | — | Removed |
| 18849 | Profile information (e.g., name, user ID, email address, phone number), Personal characteristics (e.g., age, gender, date of birth, marital status), Financial accounting information (e.g., bank account information, beneficiary information), Education and professional details (e.g., education or employment history, professional memberships, income or salary information), Social Security Number (SSN), Employee Identification Number (EIN), Racial or ethnic origin, Passport number or copies of a passport, Background checks or criminal history, Credit history or score, and Other government-issued identifiers or ID numbers Amendments to Terms. | — | Removed |
| 18850 | Company reserves the right to modify, amend, or update this SPDPA at any time in its sole discretion. | — | Removed |
| 18851 | Company will provide notice of any material changes by posting the updated Terms on its website or through other reasonable means of notification. | — | Removed |
| 18852 | Service Provider's continued Processing of Company Personal Data after the effective date of any changes constitutes Service Provider's acceptance of the modified Terms. | — | Removed |
| 18853 | If Service Provider does not agree with the changes to this SPDPA, Service Provider must work in good faith with Company to reach a mutually acceptable resolution, and failing that, Company has a right to terminate the Agreement without penalty. | — | Removed |
| 18854 | Unless instructed by Company in writing to pause the services, Service Provider must continue to provide the services under the Agreement under the old terms while the parties work to resolve. | — | Removed |
| 18855 | Company will make reasonable efforts to communicate material changes to this SPDPA, but Service Provider is responsible for periodically reviewing Company's website for the most current version of this SPDPA. | — | Removed |
| 18856 | The "Last Updated" date at the top of this SPDPA will indicate when the latest modifications were made. | — | Removed |
| 18857 | For clarity, no amendment to this SPDPA will reduce Service Provider's obligations with respect to security, privacy, or data protection required by applicable Data Protection Laws. | — | Removed |
| 18858 | Severability. | — | Removed |
| 18859 | If any provision of this SPDPA is found by a court of competent jurisdiction to be invalid, unconscionable, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed from this SPDPA. | — | Removed |
| 18860 | The invalidity, unconscionability, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this SPDPA, and all other provisions shall remain in full force and effect. | — | Removed |
| 18861 | The parties agree that any provision found to be invalid, unconscionable, or unenforceable shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and to maintain the balance of the bargain contemplated in this SPDPA. | — | Removed |
| 18862 | If the severance or modification of any provision would cause this SPDPA to fail in their essential purpose, the parties shall promptly negotiate a replacement provision that is valid and enforceable and that comes as close as possible to expressing the intent of the original provision. | — | Removed |
| 18863 | Contact Information. | — | Removed |
| 18864 | Company and Service Provider agree to designate a point of contact for urgent privacy and security issues (a “ Designated POC ”). | — | Removed |
| 18865 | Service Provider will provide Company written notice of its Designated POC (emailing [email protected] to suffice). | — | Removed |
| 18866 | The Designated POC for Company is: Gusto, Inc. | — | Removed |
| 18867 | Attn: Legal Privacy 525 20th St. San Francisco, CA 94107 [email protected] Gusto Purchase Order Terms and Conditions Version Version 1.0 (Current) Effective June 10th 2025 Download Table of Contents Updated: June 10, 2025 Applicability. | — | Removed |
| 18868 | Agreement Formation. | — | Removed |
| 18869 | These Gusto, Inc. | — | Removed |
| 18870 | (" Gusto ") Purchase Order Terms and Conditions (" PO Terms "), together with any order form, purchase order, or other document issued by Gusto (" PO ") and/or any quote, proposal, invoice, statement of work or other document issued by Vendor (" SOW ") describing the goods or services (" Deliverables ") to be provided by you or the entity you represent (" Vendor ") to Gusto, shall constitute a binding agreement (" Agreement ") between Gusto and Vendor. | — | Removed |
| 18871 | Incorporation by Reference. | — | Removed |
| 18872 | These PO Terms may either be: Physically attached to a PO, or Incorporated by reference in a PO through a URL link (currently located at: https://gusto.com/legal/terms/potc ). | — | Removed |
| 18873 | In either case, these PO Terms shall be deemed incorporated into and made a part of the Agreement as if fully set forth therein. | — | Removed |
| 18874 | Vendor acknowledges that it has had the opportunity to review these PO Terms, regardless of whether they are physically attached to the PO or incorporated by reference through a URL link. | — | Removed |
| 18875 | Conflicts and Order of Precedence. | — | Removed |
| 18876 | In the event of any conflict or inconsistency between these PO Terms and any terms contained in any attached SOW, these PO Terms shall govern and supersede such conflicting or inconsistent terms, regardless of when such document was executed or delivered. | — | Removed |
| 18877 | In the absence of any separately negotiated agreement that has been expressly agreed to and signed by an authorized representative of Gusto in writing (whether by wet ink signature or electronic signature through DocuSign or similar electronic signature platforms) (" Separate Agreement "), this Agreement will govern all aspects of the transaction. | — | Removed |
| 18878 | Acceptance of Terms. | — | Removed |
| 18879 | By providing the Deliverables, invoicing against the Agreement or accepting payment pursuant to the Agreement, Vendor accepts the terms herein. | — | Removed |
| 18880 | Order of Precedence. | — | Removed |
| 18881 | Unless expressly agreed to by Gusto in writing, in the event of a conflict between applicable terms, the order of precedence will be: (i) any Separate Agreement; (ii) the PO; (iii) these PO Terms; (iv) any applicable SOW. | — | Removed |
| 18882 | Delivery Terms. | — | Removed |
| 18883 | Vendor will deliver any goods in the quantities, by the date(s), and to the address(es) specified in the PO. | — | Removed |
| 18884 | If Vendor fails to deliver by the specified date(s), Gusto may, at its option, (i) direct Vendor to make expedited routing at Vendor's expense, or (ii) terminate the Agreement. | — | Removed |
| 18885 | The goods shall be properly packed, marked, loaded and shipped according to applicable industry standards, in accordance with Gusto’s instructions, and in a manner to ensure the goods are delivered undamaged. | — | Removed |
| 18886 | The risk of loss or damage in transit shall be upon Vendor. | — | Removed |
| 18887 | Assignment and Subcontracting. | — | Removed |
| 18888 | Vendor may not assign the Agreement or any rights or obligations thereunder without Gusto's prior written consent. | — | Removed |
| 18889 | Vendor may not subcontract any portion of the Deliverables without Gusto's prior written consent. | — | Removed |
| 18890 | Vendor remains responsible for all subcontractor performance. | — | Removed |
| 18891 | Gusto may assign the Agreement to any affiliate or successor without Vendor's consent. | — | Removed |
| 18892 | Inspection and Acceptance. | — | Removed |
| 18893 | Gusto may inspect Deliverables during any stage of their manufacture, construction, preparation, delivery or completion. | — | Removed |
| 18894 | Gusto may reject any Deliverables which do not conform to the applicable requirements within 30 business days of Vendor’s delivery (“ Acceptance Period ”). | — | Removed |
| 18895 | At its option, Gusto may (i) return the nonconforming Deliverables to Vendor for a refund or credit; (ii) require Vendor to replace, repair or correct the non-conforming Deliverables at no additional cost to Gusto; or (iii) accept the non-conforming Deliverables conditioned on Vendor providing a refund or credit in an amount Gusto reasonably determines to represent the diminished value of the non-conforming Deliverables. | — | Removed |
| 18896 | If applicable, the Acceptance Period shall restart upon delivery of the corrected Deliverables. | — | Removed |
| 18897 | Gusto’s payment to Vendor for goods prior to Gusto’s timely rejection of such goods as nonconforming will not be deemed as acceptance by Gusto. | — | Removed |
| 18898 | Payment. | — | Removed |
| 18899 | Unless payment has been permitted via credit card or ACH, Gusto’s payment of undisputed fees will be due within 45 days of receipt of Vendor’s invoice (remit to address: [email protected] ). | — | Removed |
| 18900 | Gusto has no obligation to pay any invoice received in excess of one hundred eighty (180) days after the date Vendor was required to invoice Gusto under the Agreement. | — | Removed |
| 18901 | Gusto will pay in the currency stated in the Agreement. | — | Removed |
| 18902 | No late fees shall accrue or be incurred. | — | Removed |
| 18903 | Gusto will only reimburse Vendor for expenses that are approved in advance in writing. | — | Removed |
| 18904 | Pricing. | — | Removed |
| 18905 | Vendor shall not increase prices during the term of the Agreement. | — | Removed |
| 18906 | For any renewal, Vendor shall not increase prices without providing at least 90 days' prior written notice to [email protected] . | — | Removed |
| 18907 | Any price increase shall not exceed the lesser of: (a) 2.5% or (b) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) over the preceding 12-month period. | — | Removed |
| 18908 | Disputes and Binding Arbitration. | — | Removed |
| 18909 | Informal Dispute Resolution. | — | Removed |
| 18910 | Gusto will promptly notify Vendor of any disputed fees or expenses and the parties will cooperate in the prompt resolution of any disputed fees and expenses. | — | Removed |
| 18911 | Vendor will not withhold or delay Deliverables or associated support or fail to perform any other services or obligations based on Gusto's withholding of fees or expenses due to a good faith dispute between the parties. | — | Removed |
| 18912 | The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. | — | Removed |
| 18913 | Binding Arbitration. | — | Removed |
| 18914 | If the dispute has not been resolved by negotiation within 30 days of the disputing party's notice, either party may initiate binding arbitration as the exclusive means to resolve such dispute. | — | Removed |
| 18915 | Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. | — | Removed |
| 18916 | Arbitration Procedures. | — | Removed |
| 18917 | The arbitration shall take place in San Francisco, California. | — | Removed |
| 18918 | The arbitration shall be conducted by a single arbitrator with experience in commercial contracts and technology transactions. | — | Removed |
| 18919 | The arbitrator shall be selected in accordance with JAMS rules. | — | Removed |
| 18920 | The arbitration proceedings shall be conducted in English. | — | Removed |
| 18921 | The arbitrator shall apply California law without reference to any rules of conflict of laws. | — | Removed |
| 18922 | The arbitrator shall have the authority to grant any remedy or relief that would have been available to the parties had the matter been heard in court. | — | Removed |
| 18923 | Costs and Fees. | — | Removed |
| 18924 | Each party shall bear its own costs and attorneys' fees in the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the arbitration proceedings, unless the arbitrator determines that a different allocation is appropriate. | — | Removed |
| 18925 | Confidentiality. | — | Removed |
| 18926 | The existence, content, and result of any arbitration proceeding shall be held in confidence by the parties and the arbitrator, except as required by applicable law or to the extent necessary to enforce or challenge the arbitration award. | — | Removed |
| 18927 | Class Action Waiver. | — | Removed |
| 18928 | The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. | — | Removed |
| 18929 | Injunctive Relief. | — | Removed |
| 18930 | Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending the establishment of the arbitral tribunal or in aid of arbitration. | — | Removed |
| 18931 | Laws. | — | Removed |
| 18932 | Each party hereby represents and warrants that it is in compliance and will continue to comply with any applicable laws necessary for each to perform its obligations under these PO Terms and the Agreement. | — | Removed |
| 18933 | These PO Terms and the Agreement are governed by the laws of California, without regard to its conflict of laws principles. | — | Removed |
| 18934 | Except as provided in Section 7(g) regarding injunctive relief, the parties agree that all disputes shall be resolved exclusively through binding arbitration as set forth in Section 7. | — | Removed |
| 18935 | Ownership and Use of Gusto Marks. | — | Removed |
| 18936 | Vendor receives no right, title, or interest in or to any Gusto information, intellectual property, logos or trademarks (“ Marks ”). | — | Removed |
| 18937 | Vendor will not use Marks without Gusto’s prior written consent in each instance, and any such consent will be contingent on Vendor’s compliance with Trademark Use Guidelines, which is available at the URL https://gusto.com/legal/terms/tm-use-guide (or any successor URL designated by Gusto) which may be updated by Gusto in its sole discretion from time to time. | — | Removed |
| 18938 | Confidentiality. | — | Removed |
| 18939 | These PO Terms, the Agreement, and any non-public information, records, or data received by Vendor from Gusto will be treated as confidential information of Gusto ("Confidential Information"). | — | Removed |
| 18940 | Vendor shall: (a) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use Confidential Information for any purpose outside the scope of the Agreement; (c) not disclose Confidential Information to any third party without Gusto's prior written consent; and (d) limit access to Confidential Information to its employees, contractors, and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with Vendor at least as protective as those in this Agreement. | — | Removed |
| 18941 | These obligations shall continue for five (5) years after the termination or expiration of the Agreement. | — | Removed |
| 18942 | Upon Gusto's request, Vendor shall return or destroy all Confidential Information. | — | Removed |
| 18943 | Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to Vendor prior to its receipt from Gusto; (iii) is independently developed by Vendor without use of Confidential Information; or (iv) is rightfully obtained by Vendor from a third party without restriction on use or disclosure. | — | Removed |
| 18944 | Publicity. | — | Removed |
| 18945 | Vendor shall not issue any press release or otherwise publicly disclose any information regarding the existence or terms of the Agreement, the relationship between the parties, or any engagement with Gusto without Gusto's prior written consent in each instance. | — | Removed |
| 18946 | Any such consent shall be at Gusto's sole discretion and may be withdrawn at any time. | — | Removed |
| 18947 | All approved publicity materials must comply with Gusto's then-current brand guidelines and must be submitted to Gusto for review and approval prior to publication or use. | — | Removed |
| 18948 | Data Privacy and Security. | — | Removed |
| 18949 | If Vendor processes personal data on behalf of Gusto, Vendor shall: (a) such processing shall be done in accordance with Gusto’s Service Provider Data Processing Agreement, which is available at the URL https://gusto.com/legal/terms/spdpa (or any successor URL designated by Gusto), which may be updated by Gusto in its sole discretion from time to time; (b) implement appropriate technical and organizational measures to protect the data; (c) process the data only in accordance with Gusto's documented instructions; (d) assist Gusto in responding to data subject requests; (e) notify Gusto promptly of any data breach, but in no event later than 24 hours after discovery; (f) comply with all applicable data protection laws; and (g) upon termination, return or delete all Gusto data as directed by Gusto. | — | Removed |
| 18950 | Vendor shall maintain a comprehensive information security program that includes appropriate administrative, technical, and physical safeguards designed to: (i) ensure the security and confidentiality of Gusto data; (ii) protect against anticipated threats or hazards to the security or integrity of Gusto data; and (iii) protect against unauthorized access or use of Gusto data. | — | Removed |
| 18951 | Audit Rights. | — | Removed |
| 18952 | Upon reasonable notice, Gusto may audit Vendor's compliance with this Agreement, including Vendor's security controls, data protection practices, and performance of services. | — | Removed |
| 18953 | Vendor shall cooperate with such audits and provide any information reasonably requested by Gusto. | — | Removed |
| 18954 | Audits shall be conducted during normal business hours and in a manner that minimizes disruption to Vendor's operations. | — | Removed |
| 18955 | Term; Termination. | — | Removed |
| 18956 | Gusto may terminate the Agreement: (a) on notice to Vendor for Vendor's failure to provide the Deliverables as warranted; (b) for any other material breach by Vendor if such breach remains uncured for thirty (30) days following Vendor's receipt of written notice; (c) immediately if Vendor becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (d) for convenience upon thirty (30) days' written notice to Vendor, in which case Gusto shall pay for Deliverables properly provided prior to termination. | — | Removed |
| 18957 | Upon termination, Vendor will cease any use of Marks and Gusto will continue to be responsible for payment of any Deliverables actually received and accepted prior to termination. | — | Removed |
| 18958 | The Agreement shall not automatically renew. | — | Removed |
| 18959 | Any renewal requires a new agreement or written amendment signed by Gusto. | — | Removed |
| 18960 | Vendor shall provide written notice to [email protected] at least 60 days prior to the expiration of any term if renewal is desired. | — | Removed |
| 18961 | Warranties. | — | Removed |
| 18962 | Vendor warrants that: (a) all Deliverables will conform to applicable specifications and be free from defects in design, material, and workmanship; (b) all services will be performed in a professional and workmanlike manner in accordance with industry standards; (c) Vendor has all the rights necessary to provide the Deliverables; (d) the Deliverables do not and will not infringe any third party's intellectual property rights; and (e) Vendor will comply with all applicable laws in performing its obligations under the Agreement. | — | Removed |
| 18963 | These warranties survive inspection, acceptance, and payment. | — | Removed |
| 18964 | Indemnification. | — | Removed |
| 18965 | Vendor agrees to indemnify, reimburse, and hold harmless Gusto and its officers, directors, employees, agents, successors, and assigns from claims, costs, losses, liabilities, damages and expenses arising out of Vendor's actual or alleged (a) infringement of any third party intellectual property rights, including patents, copyrights, trademarks, trade secrets, or other proprietary rights, (b) negligence or willful misconduct, or defective goods and services hereby ordered and/or received, (c) injury to Vendor employees while in the course of providing goods or services to Gusto or an affiliated entity, (d) violation of law, or (e) data security breach or violation of data protection laws. | — | Removed |
| 18966 | Vendor's duty to defend is separate from its duty to indemnify. | — | Removed |
| 18967 | Limitation of Liability. | — | Removed |
| 18968 | Gusto will not be liable to Vendor for any indirect, incidental, consequential, or punitive damages, including any lost profits, data, goodwill, or business opportunity, for any matter relating to the Agreement. | — | Removed |
| 18969 | Gusto's total liability arising out of or related to the Agreement will not exceed the total amount paid by Gusto to Vendor under the Agreement during the twelve (12) months preceding the claim. | — | Removed |
| 18970 | Vendor's total liability to Gusto for any claim arising out of or related to the Agreement will not exceed three (3) times the total amount paid or payable by Gusto to Vendor under the Agreement; provided, however, that this limitation shall not apply to Vendor's indemnification obligations, breach of confidentiality obligations, grossly negligent or willful acts or omissions, violations of applicable law, or liability for infringement of Gusto's intellectual property rights. | — | Removed |
| 18971 | Insurance. | — | Removed |
| 18972 | Vendor must maintain insurance policies in coverage amounts maintained by a prudent supplier of goods and services similar to those provided hereunder, including professional errors and omissions liability insurance and comprehensive commercial general liability insurance. | — | Removed |
| 18973 | Upon request, Vendor must provide Gusto with written proof of such insurance. | — | Removed |
| 18974 | Export Obligations. | — | Removed |
| 18975 | If Deliverables originate from a country outside of Gusto’s delivery location, Vendor agrees to abide by all applicable export control laws and regulations of that country. | — | Removed |
| 18976 | Vendor will indemnify and defend Gusto against any liabilities, penalties, damages, costs or expenses that may be imposed upon Gusto in connection with Vendor’s violation of any applicable export control laws and regulations. | — | Removed |
| 18977 | Vendor is also responsible for complying with all applicable laws and regulations regarding the importation of Deliverables into the country where Gusto’s delivery location resides. | — | Removed |
| 18978 | Background Checks and Personnel. | — | Removed |
| 18979 | Vendor must perform background checks on all personnel who will provide services to Gusto or have access to Gusto data. | — | Removed |
| 18980 | Vendor will not assign or allow any personnel with a felony conviction or a conviction for a crime involving dishonesty, violence, or misuse of information to work on Gusto matters or access Gusto data. | — | Removed |
| 18981 | If Gusto reasonably requests, Vendor will promptly remove any personnel from Gusto work or data access. | — | Removed |
| 18982 | If Vendor fails to comply, Gusto may require replacement of personnel, suspend access, or cancel the order. | — | Removed |
| 18983 | Cumulative Remedies. | — | Removed |
| 18984 | Gusto’s rights and remedies under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. | — | Removed |
| 18985 | Taxes. | — | Removed |
| 18986 | Vendor shall be responsible for all taxes imposed on Vendor's income, property, employees, or other resources. | — | Removed |
| 18987 | Gusto shall be responsible for all sales, use, excise, value-added, or similar taxes properly assessed on the Deliverables provided to Gusto. | — | Removed |
| 18988 | All invoices shall separately state applicable taxes. | — | Removed |
| 18989 | If Gusto provides Vendor with a valid tax exemption certificate, Vendor shall not invoice for the exempt taxes. | — | Removed |
| 18990 | Vendor shall cooperate with Gusto's reasonable requests related to tax matters, including providing necessary documentation for tax exemptions or credits. | — | Removed |
| 18991 | Intellectual Property. | — | Removed |
| 18992 | All Deliverables, work product, and intellectual property rights created specifically for Gusto under the Agreement (" Work Product ") shall be the sole and exclusive property of Gusto. | — | Removed |
| 18993 | Vendor hereby irrevocably assigns and agrees to irrevocably assign to Gusto all right, title, and interest in and to the Work Product. | — | Removed |
| 18994 | Vendor shall execute any documents reasonably requested by Gusto to perfect such assignment and enforce Gusto’s exclusive ownership of Work Product. | — | Removed |
| 18995 | For pre-existing materials incorporated into the Deliverables, Vendor grants and agrees to cause to be granted to Gusto a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute such materials in connection with the Deliverables. | — | Removed |
| 18996 | Force Majeure. | — | Removed |
| 18997 | Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, or government actions; provided that the affected party: (a) gives the other party prompt notice of such cause, and (b) uses commercially reasonable efforts to promptly correct such failure or delay in performance. | — | Removed |
| 18998 | If Vendor's delay or non-performance continues for 30 days, Gusto may terminate the Agreement without liability. | — | Removed |
| 18999 | Survival. | — | Removed |
| 19000 | The following sections shall survive termination or expiration of the Agreement: Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Warranties, and any other provision that, by its nature, should survive. | — | Removed |
| 19001 | Severability. | — | Removed |
| 19002 | If any provision of the Agreement and/or these PO Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable. | — | Removed |
| 19003 | Waiver. | — | Removed |
| 19004 | The failure of either party to enforce any provision of the Agreement shall not constitute a waiver of future enforcement of that or any other provision. | — | Removed |
| 19005 | No waiver of any provision of the Agreement shall be effective unless in writing and signed by the waiving party. | — | Removed |
| 19006 | Entire Agreement. | — | Removed |
| 19007 | The Agreement (including these PO Terms, whether physically attached to a PO or incorporated by reference through a URL link as described in Section 1) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, except for any Separate Agreement as defined in Section 1. | — | Removed |
| 19008 | Amendment. | — | Removed |
| 19009 | The Agreement may only be modified by a written amendment signed by authorized representatives of both parties. | — | Removed |
| 19010 | Notices. | — | Removed |
| 19011 | All notices must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier; or (d) sent by registered or certified mail. | — | Removed |
| 19012 | Notices to Gusto must be sent to [email protected] and Gusto's address on the PO, with a copy to [email protected] . | — | Removed |
| 19013 | Please direct any inquiries to [email protected] . | — | Removed |
| 19014 | Labor Law Poster Terms of Service Version Version 2.0 (Current) Version 1.0 Effective July 15th 2025 Download Table of Contents Last updated July 15, 2025 These Labor Law Poster Subscription Service Terms of Service (" Poster Terms "), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms ) (" Employer Terms ") (collectively the " Poster Agreement "), set out the terms under which Gusto, Inc. | — | Removed |
| 19015 | (" Gusto ") will provide Employers access to labor law poster subscription services (" Poster Service ") via the Gusto Platform. | — | Removed |
| 19016 | In the event of a conflict between the Poster Terms, and the Employer Terms, the Poster Terms will control with respect to the Poster Service. | — | Removed |
| 19017 | The Poster Terms are "Additional Terms" as defined in the Employer Terms. | — | Removed |
| 19018 | By accessing or using the Poster Service, or by clicking the applicable button, you represent that you are authorized to bind Employer to this Poster Agreement and that Employer agrees to its terms. | — | Removed |
| 19019 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 19020 | Poster Service Description Subject to your compliance with the Poster Agreement and any instructions Gusto may provide to you, Gusto will use commercially reasonable efforts to provide you with access to labor law posters (" Posters ") on a subscription basis. | — | Removed |
| 19021 | The Poster Service is offered via two subscription types: Physical Poster Subscription which includes: (a) physical federal and state labor law Posters shipped to your designated address(es); (b) digital access to download applicable local labor law Posters; and (c) updates to Posters when applicable laws change; and Digital Poster Subscription which includes: (a) digital access to federal, state, and local labor law Posters, (b) delivery of digital posters to designated Members in their Member Account; and (c) electronic updates to Posters when applicable laws change. 2. | — | Removed |
| 19022 | Poster Service Incorporates Third-Party Services This Poster Agreement governs Employers’ access to the Poster Service through the Gusto Platform and is in addition to and separate from any third-party terms that govern certain Third-Party Services as part of the Poster Service. | — | Removed |
| 19023 | Such third-party poster services are governed by the terms of use available at https://myposterservice.com/epc_terms_of_use.pdf . | — | Removed |
| 19024 | In the event of a conflict between this Poster Agreement and any Third Party Service terms, the Poster Agreement will govern with respect to services rendered on the Gusto Platform. 3. | — | Removed |
| 19025 | Poster Subscription Service Fees The Poster Service is available on a monthly subscription basis. | — | Removed |
| 19026 | By agreeing to these Poster Terms, you authorize Gusto to automatically charge your designated Bank Account monthly for the posted Service Fees for the Poster Service (“ Subscription Fees ”). | — | Removed |
| 19027 | Your subscription will automatically renew at the end of each month unless you cancel it before the renewal date. | — | Removed |
| 19028 | You authorize Gusto to automatically charge your Bank Account for each renewal period at the then-current Service Fees. | — | Removed |
| 19029 | Gusto reserves the right to change the Subscription Fees upon notice to you, in accordance with Section 10 of the Employer Terms. 4. | — | Removed |
| 19030 | Poster Delivery and Updates Posters may be available in digital or physical format. | — | Removed |
| 19031 | Upon successful enrollment in the Poster Service, physical Posters will be shipped to your designated address within a commercially reasonable timeframe. | — | Removed |
| 19032 | Digital Posters will be delivered to your Employer Account and to any applicable Member Accounts automatically within a commercially reasonable time frame. | — | Removed |
| 19033 | Delivery timeframes for physical and digital Posters are estimates only and are not guaranteed. | — | Removed |
| 19034 | When applicable laws change which necessitate updated Posters, updated physical Posters will be shipped to Employer’s then current worksite addresses as listed in the Employer Account within a commercially reasonable timeframe. | — | Removed |
| 19035 | You acknowledge that there may be a delay between the effective date of legal changes and your receipt of updated physical Posters. | — | Removed |
| 19036 | If you have purchased digital Posters, the digital Posters available to you in the Employer Account and to Employers’ designated Members in their respective Member Accounts will update automatically within a commercially reasonable timeframe. | — | Removed |
| 19037 | Gusto is not responsible for obtaining Member acknowledgement, signature, or written confirmation of receipt of Posters of any kind. | — | Removed |
| 19038 | You may be provided an electronic version of an updated Poster prior to the shipment of the corresponding physical poster. | — | Removed |
| 19039 | You acknowledge that for physical Posters, any electronic updates are intended to temporarily supplement, not replace the physical Poster. | — | Removed |
| 19040 | For digital Posters, an electronic update is the replacement for the prior version. | — | Removed |
| 19041 | In all cases, such updates are not a substitute for your obligation to physically post labor law notices where required by applicable law. | — | Removed |
| 19042 | You are responsible for providing accurate shipping information and/or for providing the correct work locations of all Members who will receive digital Posters (as applicable). | — | Removed |
| 19043 | Gusto is not responsible for delivery delays or failures resulting from incorrect shipping or delivery information, incorrect worksite information, or other factors outside its reasonable control. 5. | — | Removed |
| 19044 | Employer Responsibilities You are solely responsible for properly displaying and/or distributing the Posters in accordance with all applicable laws, regulations, and applicable legal requirements. | — | Removed |
| 19045 | This may include, but is not limited to, displaying Posters in conspicuous locations accessible to all applicable Members, maintaining the condition of Posters, and ensuring that current versions are displayed or, in the case of digital Posters, distributed and accessible at all times. | — | Removed |
| 19046 | Unless otherwise instructed by Gusto, you are solely responsible for notifying Members when updated or new digital Posters are available to them and for determining a method or means of confirming receipt and/or acknowledgment of any digital Posters by applicable Members. | — | Removed |
| 19047 | You are solely responsible for verifying that the Posters you receive are appropriate for your business type, location, industry, and size and for your compliance with applicable law. | — | Removed |
| 19048 | You acknowledge that the Poster Service may not offer or stock all Posters necessary for Employer’s unique compliance needs. | — | Removed |
| 19049 | Gusto does not guarantee that you will receive all Posters required for your specific business circumstances. | — | Removed |
| 19050 | If you operate in multiple locations, you are responsible for ensuring that appropriate Posters are displayed at each location. | — | Removed |
| 19051 | Additional subscriptions may be required for multiple locations. 6. | — | Removed |
| 19052 | Cancellation This Poster Agreement will remain in effect for the duration of your subscription to the Poster Service. | — | Removed |
| 19053 | You may terminate your subscription to the Poster Service at any time by following the cancellation process in your Employer Account. | — | Removed |
| 19054 | To avoid being charged for the next month, you must cancel before your monthly renewal date. | — | Removed |
| 19055 | Your cancellation will be effective at the end of the current monthly billing cycle, and you will not receive a refund for any prepaid Subscription Fees. | — | Removed |
| 19056 | Upon cancellation of the Poster Service, you will no longer receive Poster updates, but you may continue to display previously received Posters. | — | Removed |
| 19057 | At the end of the monthly billing cycle in which you cancel, you and your Members will lose access to all digital Posters in your respective accounts. | — | Removed |
| 19058 | Furthermore, you will not receive any physical Posters that have not already been ordered at the time of cancellation. | — | Removed |
| 19059 | Your obligation to comply with all applicable labor law posting requirements continues regardless of your subscription status. 7. | — | Removed |
| 19060 | Compliance and Disclaimer of Warranties While the Poster Service is designed to assist you in meeting labor law posting requirements, Gusto makes no guarantee that the Posters will satisfy all applicable requirements for your specific business. | — | Removed |
| 19061 | The Poster Service is not a substitute for legal advice, and you should consult with legal counsel regarding your specific compliance obligations. | — | Removed |
| 19062 | THE POSTER SERVICE AND POSTERS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. | — | Removed |
| 19063 | GUSTO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ACCURACY OR COMPLETENESS OF RESULTS, OR LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. | — | Removed |
| 19064 | GUSTO DOES NOT WARRANT THAT THE POSTER SERVICE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE. | — | Removed |
| 19065 | YOU AGREE THAT YOUR USE OF THE POSTER SERVICE AND POSTERS IS AT YOUR OWN RISK AND YOU AGREE NOT TO RELY ON THE POSTER SERVICE AS YOUR SINGLE SOURCE OF COMPLIANCE, OR AS A SUBSTITUTE FOR QUALIFIED PROFESSIONAL ADVICE. | — | Removed |
| 19066 | NO GUSTO AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS TO THIS WARRANTY. 8. | — | Removed |
| 19067 | Limitation of Liability Gusto is not responsible or liable for: (i) Employer's use or inability to use the Poster Service; or (ii) any regulatory penalties, fines, or other consequences resulting from Employer’s failure to comply with labor law posting requirements, regardless of whether such failure relates to the Posters provided through the Poster Service. | — | Removed |
| 19068 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GUSTO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE POSTER SERVICE OR POSTERS, EVEN IF GUSTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. | — | Removed |
| 19069 | Privacy Where we process personally identifiable information in the provision of the Poster Service to you, you acknowledge that Gusto is acting on your behalf and you determine the means and purposes of the processing. | — | Removed |
| 19070 | By using or enrolling in the Poster Service you authorize Gusto to share Employer Data with Third Party Service providers as necessary to provide you the Poster Service.Gusto will handle your information in accordance with our Privacy Policy (available at www.gusto.com/privacy ). 10. | — | Removed |
| 19071 | Modifications to Terms Gusto reserves the right to update this Poster Agreement at any time by posting on our website. | — | Removed |
| 19072 | Your continued use of the Poster Service following Gusto's communication of the modified Poster Agreement shall constitute Employer's acceptance of the modifications. 11. | — | Removed |
| 19073 | General Legal Provisions Nothing in this Poster Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between Gusto and Employer. | — | Removed |
| 19074 | This Poster Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Poster Agreement. | — | Removed |
| 19075 | If any term or provision of this Poster Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Poster Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. | — | Removed |
| 19076 | This Poster Agreement, together with the Employer Terms and any other documents incorporated herein by reference, constitutes the sole and entire agreement between you and Gusto with respect to the Poster Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Poster Service. | — | Removed |
| 19077 | Effective July 14th 2025 to July 15th 2025 Download Table of Contents Referral Rewards Tiered Terms Exp Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective October 1st 2025 Download Table of Contents Last updated October 01, 2025 For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19078 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 22, 2025, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19079 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19080 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19081 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19082 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19083 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19084 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19085 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19086 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19087 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19088 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19089 | Effective October 1st 2025 to October 1st 2025 Download Table of Contents Last updated August 04, 2025 For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19090 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 22, 2025, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19091 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19092 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19093 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19094 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19095 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19096 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19097 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19098 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19099 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19100 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19101 | Effective August 1st 2025 to October 1st 2025 Download Table of Contents Last updated August 04, 2025 For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19102 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 9, 2025, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19103 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19104 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19105 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19106 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19107 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19108 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19109 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19110 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19111 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19112 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19113 | Effective July 30th 2025 to August 1st 2025 Download Table of Contents Last updated August 04, 2025 For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19114 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 9, 2025, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19115 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19116 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19117 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19118 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19119 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19120 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19121 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19122 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19123 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19124 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19125 | Effective July 30th 2025 to July 30th 2025 Download Table of Contents Last updated August 04, 2025 For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19126 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 9, 2025, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19127 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19128 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19129 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19130 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19131 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19132 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19133 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19134 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19135 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19136 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19137 | Effective July 30th 2025 to July 30th 2025 Download Table of Contents Gusto Referral Rewards Terms For purposes of these terms, a “Referrer” is a current Gusto customer who shares their unique referral link, and a “Referee” is a new customer who signs up for Gusto using that link. | — | Removed |
| 19138 | A “Successful Referral” occurs when a Referee (1) signs up for Gusto using the Referrer’s unique referral link by October 9, 2025 , (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19139 | Within thirty (30) calendar days of the Referee’s first paid invoice, the Referrer will receive a Visa gift card in an amount based on the number of Successful Referrals: $300 for the first, $400 for the second, $500 for the third, $700 for the fourth, and $1,000 for the fifth and each subsequent Successful Referral. | — | Removed |
| 19140 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19141 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card. | — | Removed |
| 19142 | Each Successful Referral will receive a $100 Visa gift card within thirty (30) days of their first paid invoice. | — | Removed |
| 19143 | To be eligible for promotion payouts, both the Referrer’s and the Referee’s Gusto accounts must be open at the time payouts are issued. | — | Removed |
| 19144 | Referrers may not engage in, purchase, or otherwise utilize pay-per-click advertising on Gusto’s trademarked terms, including any derivations, variations, or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19145 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com, and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19146 | Referrers may not post, share, or otherwise make available their referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19147 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19148 | Gusto reserves the right to modify or terminate the referral program at any time. | — | Removed |
| 19149 | PartnerStack Referral Terms Version Version 9.0 (Current) 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 March 2nd 2026 Download Table of Contents Last updated February 25, 2026 Default Referrer Terms: To qualify, your referee must sign up for Gusto. | — | Removed |
| 19150 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $300 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19151 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19152 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19153 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19154 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19155 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19156 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19157 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19158 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19159 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19160 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19161 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19162 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19163 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19164 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19165 | Effective January 29th 2026 to March 2nd 2026 Download Table of Contents Last updated January 29, 2026 Default Referrer Terms: To qualify, your referee must sign up for Gusto between October 27, 2025 and March 1, 2026. | — | Removed |
| 19166 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19167 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19168 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19169 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19170 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19171 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19172 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 27, 2025 and March 1, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19173 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $500 for your first, $600 for your second, $700 for your third, $900 for your fourth, and $1,200 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19174 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19175 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19176 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19177 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19178 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19179 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19180 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19181 | Effective January 28th 2026 to January 29th 2026 Download Table of Contents Last updated October 22, 2025 Default Referrer Terms: To qualify, your referee must sign up for Gusto between October 27, 2025 and February 28, 2026. | — | Removed |
| 19182 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19183 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19184 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19185 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19186 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19187 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19188 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 27, 2025 and February 28, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19189 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $500 for your first, $600 for your second, $700 for your third, $900 for your fourth, and $1,200 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19190 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19191 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19192 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19193 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19194 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19195 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19196 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19197 | Effective October 27th 2025 to January 28th 2026 Download Table of Contents Last updated October 22, 2025 Default Referrer Terms: To qualify, your referee must sign up for Gusto between October 27, 2025 and January 31, 2026. | — | Removed |
| 19198 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19199 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19200 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19201 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19202 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19203 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19204 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 27, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19205 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $500 for your first, $600 for your second, $700 for your third, $900 for your fourth, and $1,200 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19206 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19207 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19208 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19209 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19210 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19211 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19212 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19213 | Effective October 22nd 2025 to October 27th 2025 Download Table of Contents Last updated October 22, 2025 Default Referrer Terms: To qualify, your referee must sign up for Gusto between October 27, 2025 and January 31, 2026. | — | Removed |
| 19214 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19215 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19216 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19217 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19218 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19219 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19220 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 27, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19221 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $500 for your first, $600 for your second, $700 for your third, $900 for your fourth, and $1,200 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19222 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19223 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19224 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19225 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19226 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19227 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19228 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives Effective October 20th 2025 to October 22nd 2025 Download Table of Contents Last updated October 20, 2025 Default Referrer Terms: To qualify, your referee must sign up for Gusto between October 23, 2025 and January 31, 2026. | — | Removed |
| 19229 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19230 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19231 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19232 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19233 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19234 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19235 | Premium Referrer Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 23, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19236 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $500 for your first, $600 for your second, $700 for your third, $900 for your fourth, and $1,200 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19237 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19238 | Your Successful Referral will receive a $100 incentive. | — | Removed |
| 19239 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19240 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19241 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19242 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19243 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives Effective October 15th 2025 to October 20th 2025 Download Table of Contents Last updated October 14, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19244 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $300 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19245 | 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. | — | Removed |
| 19246 | 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). | — | Removed |
| 19247 | Referrer VIP Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19248 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19249 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19250 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 incentiveVisa gift card. | — | Removed |
| 19251 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19252 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19253 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19254 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19255 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19256 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $300 Net 30 days after first payroll Second successful referral to payroll run $400 ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $500 (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $700 (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll Referees who sign up before October 13, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19257 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19258 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 19259 | 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. | — | Removed |
| 19260 | 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). | — | Removed |
| 19261 | EOY Campaign October 22, 2025 and January 31, 2026 Referrer Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19262 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19263 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19264 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19265 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19266 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19267 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19268 | Referrer VIP Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19269 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentiveVisa gift card and your referee will receive a $100 incentive Visa gift card. | — | Removed |
| 19270 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19271 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19272 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19273 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19274 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19275 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19276 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $500 (added a $200 bonus) Net 30 days after first payroll Second successful referral to payroll run $600(added a $200 bonus) ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $700(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $900(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Effective October 15th 2025 to October 15th 2025 Download Table of Contents Last updated October 14, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19277 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $300 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19278 | 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. | — | Removed |
| 19279 | 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). | — | Removed |
| 19280 | Referrer VIP Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19281 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19282 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19283 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 incentiveVisa gift card. | — | Removed |
| 19284 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19285 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19286 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19287 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19288 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19289 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $300 Net 30 days after first payroll Second successful referral to payroll run $400 ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $500 (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $700 (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll Referees who sign up before October 13, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19290 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19291 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 19292 | 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. | — | Removed |
| 19293 | 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). | — | Removed |
| 19294 | EOY Campaign October 22, 2025 and January 31, 2026 Referrer Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19295 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19296 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19297 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19298 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19299 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19300 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19301 | Referrer VIP Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19302 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentiveVisa gift card and your referee will receive a $100 incentive Visa gift card. | — | Removed |
| 19303 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19304 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19305 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19306 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19307 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19308 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19309 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $500 (added a $200 bonus) Net 30 days after first payroll Second successful referral to payroll run $600(added a $200 bonus) ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $700(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $900(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Effective October 15th 2025 to October 15th 2025 Download Table of Contents Last updated October 14, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19310 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $300 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19311 | 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. | — | Removed |
| 19312 | 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). | — | Removed |
| 19313 | Referrer VIP Terms: For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19314 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive an incentive in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19315 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19316 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 incentiveVisa gift card. | — | Removed |
| 19317 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19318 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19319 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19320 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19321 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19322 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $300 Net 30 days after first payroll Second successful referral to payroll run $400 ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $500 (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $700 (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,000 (ACH payout built in) Net 30 days after first payroll Referees who sign up before October 13, 2025 Referrer Terms: To qualify, your referee must sign up for and run one or more paid payrolls. | — | Removed |
| 19323 | Within thirty (30) calendar days of your referee's first paid invoice, you will receive a $500 and your referee will receive a $100 Visa gift card ("Referral Incentive"). | — | Removed |
| 19324 | Additionally, if you qualify pursuant to these terms AND your referee onboards ten (10) or more employees prior to the first payroll run and invoice paid, the Referral Incentive available to you above will increase to $1,000 and the incentive for your referee will increase to $200 Visa gift card. | — | Removed |
| 19325 | 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. | — | Removed |
| 19326 | 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). | — | Removed |
| 19327 | EOY Campaign October 22, 2025 and January 31, 2026 Referrer Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19328 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentive and your referee will receive a $100 incentive. | — | Removed |
| 19329 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19330 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19331 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19332 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19333 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19334 | Referrer VIP Terms: To qualify, your referee must sign up for Gusto and run one or more paid payrolls between October 22, 2025 and January 31, 2026. | — | Removed |
| 19335 | Within thirty (30) calendar days of your referee’s first paid invoice, you will receive a $500 incentiveVisa gift card and your referee will receive a $100 incentive Visa gift card. | — | Removed |
| 19336 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19337 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19338 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19339 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19340 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19341 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19342 | Action Incentive Amount(Not cumulative, net new feature) Addition Perk (can be either ACH or Visa Virtual Gift Card after >1 referral) Shows or when payout occurs First successful referral to payroll run $500 (added a $200 bonus) Net 30 days after first payroll Second successful referral to payroll run $600(added a $200 bonus) ACH payouts in addition to Visa Gift Cards (Currently live today) Net 30 days after first payroll Third successful referral to payroll run $700(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Four successful referral to payroll run $900(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll Fifth successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll >5 successful referral to payroll run $1,200(added a $200 bonus) (ACH payout built in) Net 30 days after first payroll August 2025 Partner Promotion Terms Version Version 1.0 (Current) Effective August 18th 2025 Download Table of Contents Last updated August 18, 2025 These August 2025 Accountant Partner 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 “ Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the Promotion (as defined below). | — | Removed |
| 19343 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 19344 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Promotion. | — | Removed |
| 19345 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 19346 | By participating in this Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 19347 | Subject to these Promotion Terms, Qualified Partner Clients will be eligible for the Promotion (as defined below). | — | Removed |
| 19348 | Eligibility To participate in the Promotion, you must be enrolled in the Accountant Program and in good standing by or before August 18, 2025. | — | Removed |
| 19349 | In order to be eligible for the Promotion, you must add at least one (1) Qualified Partner Client during the period beginning on August 18, 2025 and ending on September 30, 2025 (“ Promotion Period ”). | — | Removed |
| 19350 | A “Qualified Partner Client” is defined as a Partner Client that (a) was previously a customer of ADP; (b) has Enrolled in the Solo, Simple, Plus or Premium Plan (see Product Pricing ) through the Partner’s “Add Client” screen in Gusto Pro or through a Partner referral ( see here for more information on Partner Referrals) (such enrollment, the “ Enrollment ” or being “ Enrolled ”); (c) has run at least one Gusto Payroll during the Promotion Period; (d) has a federal EIN that has not previously been used on Gusto; (e) maintains an Employer Account in good standing through the Promotion Period; and (f) remains your Partner Client for the Promotion Period. | — | Removed |
| 19351 | Promotion Qualified Partner Clients will be eligible for a fifty percent (50%) discount on their first six (6) consecutive months of Gusto Services (the “ Promotion ”). “ Gusto Services ” shall have the same meaning that it does under the Accountant Program Terms, restated here for reference, the cloud-based payroll and human resources services listed under an Employer’s Service Plan as described at www.gusto.com/product/pricing , and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 19352 | Partners must not 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. | — | Removed |
| 19353 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 19354 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 19355 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner or Partner Client is abusing the Promotion. | — | Removed |
| 19356 | This Promotion may not be combined or stacked. | — | Removed |
| 19357 | Mutual Partnership Data Processing Agreement Version Version 2.0 (Current) Version 1.0 Effective October 1st 2025 Download Table of Contents Gusto, Inc. | — | Removed |
| 19358 | (" Gusto ") and partner (" Partner ") (each a " Party " and collectively the " Parties ") have entered into a Partnership Agreement for the purpose of sharing customer lead information and related data in exchange for certain consideration as specified in the Partnership Agreement. | — | Removed |
| 19359 | This Mutual Partnership Data Processing Agreement (" MPDPA ") forms part of and is subject to the terms and conditions of the Partnership Agreement. | — | Removed |
| 19360 | The Partnership Agreement and this MPDPA are collectively referred to as the " Agreement ." 1. | — | Removed |
| 19361 | Subject Matter and Duration a) Subject Matter. | — | Removed |
| 19362 | This MPDPA reflects the Parties' commitment to abide by Data Protection Laws concerning the Processing of Shared Personal Data in connection with the Parties' partnership data sharing relationship. | — | Removed |
| 19363 | All capitalized terms that are not expressly defined in this MPDPA will have the meanings given to them in the Partnership Agreement. | — | Removed |
| 19364 | If and to the extent language in this MPDPA conflicts with the Partnership Agreement, this MPDPA shall control. b) Duration and Survival. | — | Removed |
| 19365 | This MPDPA becomes legally binding when the Parties execute a Partnership Agreement containing the following reference: "The Parties agree to comply with the Mutual Partnership Data Processing Agreement located at https://gusto.com/legal/terms/mpdpa ("MPDPA"), which is hereby incorporated by reference." By including such URL reference in their Partnership Agreement, both Parties acknowledge they have reviewed this MPDPA and agree to be bound by all terms herein with the same legal effect as bilateral execution. c) Partnership Agreement Integration. i) Relationship to Partnership Agreement. | — | Removed |
| 19366 | This MPDPA supplements and does not replace the Partnership Agreement. | — | Removed |
| 19367 | Commercial terms, revenue sharing, and general business obligations remain governed by the Partnership Agreement. ii) Precedence. | — | Removed |
| 19368 | For matters specifically related to personal data processing, this MPDPA takes precedence over conflicting provisions in the Partnership Agreement. iii) Definitions. | — | Removed |
| 19369 | Terms defined in the Partnership Agreement apply to this MPDPA unless specifically redefined herein. 2. | — | Removed |
| 19370 | Definitions a) "Shared Personal Data" means Personal Data shared between the Parties pursuant to this partnership arrangement, including customer identifiers, names, entity types, email addresses, usage metrics, and financial data as specified in Section 3. b) "Data Protection Laws" means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Shared Personal Data are subject, including but not limited to the EU General Data Protection Regulation 2016/679 (" GDPR "), the California Consumer Privacy Act of 2018 (" CCPA "), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut's Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act. c) "Personal Data" has the meaning assigned to the terms "personal data" or "personal information" under applicable Data Protection Laws, and will, at a minimum, mean any information relating to an identified or identifiable natural person. d) "Process" or "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment, combination, restriction, erasure, or destruction. e) "Security Incident(s)" or “ Security Breach(es) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Shared Personal Data, including ransomware, denial of service attacks and other similar security events. 3. | — | Removed |
| 19371 | Data Sharing Specifications a) Categories of Shared Personal Data. | — | Removed |
| 19372 | The Parties will share the following categories of Personal Data: Lead Data Sharing: The Parties will share the following category of Personal Data pursuant to the Partnership Agreement: Company Data (as more specifically described at: https://docs.gusto.com/app-integrations/reference/post-v1-provision ) Expanded Data Sharing via API Integration: To the extent that, pursuant to the Partnership Agreement, Partner builds an API integration that enables the processing of Personal Data beyond the sharing of customer lead information, the Parties will share the following categories of Personal Data (as more specifically described at: https://docs.gusto.com/app-integrations/reference/get-v1-token-info ): Benefits Data Company Bank Account Data Company Data Employee Bank Account Data Employee Data Payment Data Run Payroll Data Tax Data Team Data These categories correspond to "Customer Data" as defined in the Partnership Agreement when such data contains personal information. b) Purpose and Lawful Basis. | — | Removed |
| 19373 | Each Party processes Shared Personal Data as an independent controller for: (i) partnership program health monitoring and marketing purposes; (ii) accounting and revenue share reconciliation; and (iii) operational partnership management. | — | Removed |
| 19374 | The lawful basis for processing includes legitimate business interests, contractual necessity, and consent. 4. | — | Removed |
| 19375 | Mutual Processing Obligations a) Documented Instructions. | — | Removed |
| 19376 | Each Party shall Process Shared Personal Data solely for the purposes specified in the Partnership Agreement, in accordance with this MPDPA and Data Protection Laws. | — | Removed |
| 19377 | Each Party will promptly inform the other in writing if it: (i) reasonably believes there is a conflict between the other Party's data sharing practices and applicable law; (ii) seeks to Process Shared Personal Data inconsistently with this MPDPA; or (iii) determines it can no longer meet its obligations under this MPDPA. b) Confidentiality. | — | Removed |
| 19378 | Any person authorized to Process Shared Personal Data must contractually agree to maintain confidentiality or be under an appropriate statutory obligation of confidentiality. c) Data Subject Rights. | — | Removed |
| 19379 | Each Party agrees to provide reasonable assistance to the other related to requests from individuals exercising their rights in Shared Personal Data under Data Protection Laws. | — | Removed |
| 19380 | If a request is sent directly to one Party regarding data originally provided by the other Party, the receiving Party shall promptly notify the originating Party within five (5) days and coordinate the response. | — | Removed |
| 19381 | The originating Party shall provide necessary information within fifteen (15) days of notification to enable timely response to data subject requests within applicable legal deadlines. d) Prohibited Uses. | — | Removed |
| 19382 | Each Party shall not: Sell or share Shared Personal Data as defined by the CCPA or other Data Protection Laws Attempt to identify any person using de-identified or aggregate information Use Shared Personal Data for purposes beyond those specified in the Partnership Agreement 5. | — | Removed |
| 19383 | Information Security Program a) Security Measures. | — | Removed |
| 19384 | Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards that protect Shared Personal Data, including: Encryption of Shared Personal Data in transit and at rest Ensuring ongoing confidentiality, integrity, and availability of Processing systems Regular testing and evaluation of security effectiveness Access controls limiting data access to authorized personnel only b) Minimum Security Standards. | — | Removed |
| 19385 | Each Party agrees to maintain security measures substantially equivalent to those specified in Exhibit A,and the comprehensive industry standard controls required under Section 6.E of the Partnership Agreement (including but not limited to applicable administrative, technical (e.g., NIST, ISO 27001, SOC 2) and physical safeguards), as measured by industry-standard security frameworks such as SOC 2 Type II or ISO 27001. c) Subprocessors . | — | Removed |
| 19386 | Each Party may engage subprocessors to process Shared Personal Data on its behalf, provided that: (i) such subprocessors are subject to written agreements imposing data protection obligations substantially equivalent to those set forth in this MPDPA; and (ii) each Party remains fully liable for the acts and omissions of its subprocessors relating to Shared Personal Data to the same extent as if such acts or omissions were its own. 6. | — | Removed |
| 19387 | Security Incidents a) Incident Response. | — | Removed |
| 19388 | Each Party will maintain policies and procedures to detect, respond to, and address Security Incidents, including procedures to identify, respond to, mitigate, document, and restore availability of Shared Personal Data. b) Notification. | — | Removed |
| 19389 | Each Party agrees to provide written notice without undue delay (but no longer than five (5) business days) to the other Party's Designated POC upon becoming aware of a Security Incident. | — | Removed |
| 19390 | Such notice will include all available details required under Data Protection Laws, with updated information provided as it becomes available. c) Cooperation. | — | Removed |
| 19391 | Each Party shall cooperate in investigating, remediating, and responding to Security Incidents affecting Shared Personal Data, including coordinating breach notifications to regulatory authorities and affected individuals as required by law. 7. | — | Removed |
| 19392 | Cross-Border Transfers a) International Transfers. | — | Removed |
| 19393 | Each Party authorizes the other to transfer Shared Personal Data across international borders, provided such transfers comply with Data Protection Laws. b) Transfer Mechanisms. | — | Removed |
| 19394 | For transfers of Shared Personal Data originating in the European Economic Area, Switzerland, and/or United Kingdom to countries without adequacy decisions, the parties agree that the European Commission's Standard Contractual Clauses as most recently adopted, or other transfer mechanisms approved under applicable Data Protection Laws will apply. 8. | — | Removed |
| 19395 | Data Retention and Deletion a) Retention Period. | — | Removed |
| 19396 | Each Party will retain Shared Personal Data only as long as necessary for the purposes specified in the Partnership Agreement, or as required by applicable law, whichever is longer. b) Data Deletion. | — | Removed |
| 19397 | Upon termination of the Agreement, each Party will: Within 30 calendar days, securely destroy all copies of Shared Personal Data received from the other Party, except for any data that has become that Party's own Customer Data pursuant to the Partnership Agreement because the relevant data subject has become a customer of that Party Dispose of data using methods that prevent recovery in accordance with industry best practices Provide a Certificate of Deletion upon request within 30 days, which shall confirm: (A) the date of deletion; (B) the method used for deletion; (C) that no copies remain in any system, backup, or archive; and (D) the identity of the person certifying the deletion. 9. | — | Removed |
| 19398 | Audit Rights a) Mutual Audit Rights. | — | Removed |
| 19399 | Each Party may audit the other Party's compliance with this MPDPA, subject to: (i) at least thirty (30) days' advance written notice; (ii) conduct during regular business hours; (iii) minimal disruption to operations; (iv) appropriate confidentiality procedures; (v) limitation to once per calendar year unless required by regulatory authorities; and (vi) each Party bearing its own audit costs unless material non-compliance is discovered. | — | Removed |
| 19400 | For purposes of this section, "material non-compliance" means violations that create substantial risk of regulatory penalties or data subject harm. 10. | — | Removed |
| 19401 | Liability and Indemnification a) Mutual Indemnification. | — | Removed |
| 19402 | Each Party shall indemnify, defend, and hold harmless the other Party from claims arising out of: (i) Security Incidents caused by the indemnifying Party, consistent with any indemnification obligations in the Partnership Agreement; (ii) the indemnifying Party's material breach of this MPDPA; or (iii) the indemnifying Party's material violation of Data Protection Laws in connection with Shared Personal Data, subject to the liability limitations set forth in the Partnership Agreement. b) Liability Limitations. | — | Removed |
| 19403 | Each Party's total liability arising out of or relating to this MPDPA, whether in contract, tort, or otherwise, shall be subject to the liability limitations, caps, and exclusions set forth in the Partnership Agreement, including any applicable exclusions for Security Incidents set forth therein. c) Carve-outs. | — | Removed |
| 19404 | Notwithstanding the liability limitations in subsections (a) and (b), such limitations shall not apply to: i) Willful misconduct or criminal acts; ii) Security Incidents caused by material failures to maintain the security requirements in Section 5; or iii) Material violations of the prohibited uses in Section 4(d). 11. | — | Removed |
| 19405 | Contact Information a) Designated Points of Contact: Gusto: Legal Privacy, 525 20th St. San Francisco, CA 94107, [email protected] Partner: As specified in the Partnership Agreement or updated in writing b) MPDPA Updates: Material changes to this MPDPA will be posted at https://gusto.com/legal/terms/mpdpa with 30 days' advance notice to all Partners via email. | — | Removed |
| 19406 | Partners may either: (i) accept updates by continuing data sharing after the notice period, or (ii) request bilateral negotiation of the changes within the 30-day notice period. | — | Removed |
| 19407 | If no response is received within 30 days, continued data sharing constitutes acceptance of updates. c) Update Disagreements: If a Partner objects to material MPDPA updates and the Parties cannot reach agreement within 60 days of the initial notice, either Party may terminate the data sharing relationship under this MPDPA with 30 days' written notice, without penalty or breach of the underlying Partnership Agreement. d) Version Information: Current Version 1.1 - Effective Date: October 1, 2025 EXHIBIT A - SECURITY REQUIREMENTS Based on industry-standard security practices, each party agrees to maintain security measures substantially equivalent to the following requirements: a) Encryption: Commercially reasonable encryption for data in transit and whole disk encryption for data at rest, with established key management procedures. b) Storage: Physically and logically secure environments with hardened, continuously monitored platforms. c) Access Controls: Role-based access restrictions with regular access reviews and privileged user monitoring. d) Vulnerability Management: Regular vulnerability assessments and timely application of security patches using risk-based prioritization. e) Audit Logging: Comprehensive logging of access activities with daily review and intrusion detection capabilities. f) Risk Assessments: Annual formal risk assessments and independent third-party security reviews. g) Physical Security: Appropriate physical controls for facilities processing Shared Personal Data. h) Disaster Recovery: Documented disaster recovery plans with annual testing affecting shared data systems. | — | Removed |
| 19408 | Effective September 23rd 2025 to October 1st 2025 Download Table of Contents Gusto, Inc. | — | Removed |
| 19409 | (" Gusto ") and partner (" Partner ") (each a " Party " and collectively the " Parties ") have entered into a Partnership Agreement for the purpose of sharing customer lead information and related data in exchange for certain consideration as specified in the Partnership Agreement. | — | Removed |
| 19410 | This Mutual Partnership Data Processing Agreement (" MPDPA ") forms part of and is subject to the terms and conditions of the Partnership Agreement. | — | Removed |
| 19411 | The Partnership Agreement and this MPDPA are collectively referred to as the " Agreement ." 1. | — | Removed |
| 19412 | Subject Matter and Duration a) Subject Matter. | — | Removed |
| 19413 | This MPDPA reflects the Parties' commitment to abide by Data Protection Laws concerning the Processing of Shared Personal Data in connection with the Parties' partnership data sharing relationship. | — | Removed |
| 19414 | All capitalized terms that are not expressly defined in this MPDPA will have the meanings given to them in the Partnership Agreement. | — | Removed |
| 19415 | If and to the extent language in this MPDPA conflicts with the Partnership Agreement, this MPDPA shall control. b) Duration and Survival. | — | Removed |
| 19416 | This MPDPA becomes legally binding when the Parties execute a Partnership Agreement containing the following reference: "The Parties agree to comply with the Mutual Partnership Data Processing Agreement located at https://gusto.com/legal/terms/mpdpa ("MPDPA"), which is hereby incorporated by reference." By including such URL reference in their Partnership Agreement, both Parties acknowledge they have reviewed this MPDPA and agree to be bound by all terms herein with the same legal effect as bilateral execution. c) Partnership Agreement Integration. i) Relationship to Partnership Agreement. | — | Removed |
| 19417 | This MPDPA supplements and does not replace the Partnership Agreement. | — | Removed |
| 19418 | Commercial terms, revenue sharing, and general business obligations remain governed by the Partnership Agreement. ii) Precedence. | — | Removed |
| 19419 | For matters specifically related to personal data processing, this MPDPA takes precedence over conflicting provisions in the Partnership Agreement. iii) Definitions. | — | Removed |
| 19420 | Terms defined in the Partnership Agreement apply to this MPDPA unless specifically redefined herein. 2. | — | Removed |
| 19421 | Definitions a) "Shared Personal Data" means Personal Data shared between the Parties pursuant to this partnership arrangement, including customer identifiers, names, entity types, email addresses, usage metrics, and financial data as specified in Section 3. b) "Data Protection Laws" means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Shared Personal Data are subject, including but not limited to the EU General Data Protection Regulation 2016/679 (" GDPR "), the California Consumer Privacy Act of 2018 (" CCPA "), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Connecticut's Act Concerning Data Privacy and Online Monitoring, and the Utah Consumer Privacy Act. c) "Personal Data" has the meaning assigned to the terms "personal data" or "personal information" under applicable Data Protection Laws, and will, at a minimum, mean any information relating to an identified or identifiable natural person. d) "Process" or "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment, combination, restriction, erasure, or destruction. e) "Security Incident(s)" or “ Security Breach(es) ” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Shared Personal Data, including ransomware, denial of service attacks and other similar security events. 3. | — | Removed |
| 19422 | Data Sharing Specifications a) Categories of Shared Personal Data. | — | Removed |
| 19423 | The Parties will share the following categories of Personal Data: Lead Data Sharing: The Parties will share the following category of Personal Data pursuant to the Partnership Agreement: Company Data (as more specifically described at: https://docs.gusto.com/app-integrations/reference/post-v1-provision ) Expanded Data Sharing via API Integration: To the extent that, pursuant to the Partnership Agreement, Partner builds an API integration that enables the processing of Personal Data beyond the sharing of customer lead information, the Parties will share the following categories of Personal Data (as more specifically described at: https://docs.gusto.com/app-integrations/reference/get-v1-token-info ): Benefits Data Company Bank Account Data Company Data Employee Bank Account Data Employee Data Payment Data Run Payroll Data Tax Data Team Data These categories correspond to "Customer Data" as defined in the Partnership Agreement when such data contains personal information. b) Purpose and Lawful Basis. | — | Removed |
| 19424 | Each Party processes Shared Personal Data as an independent controller for: (i) partnership program health monitoring and marketing purposes; (ii) accounting and revenue share reconciliation; and (iii) operational partnership management. | — | Removed |
| 19425 | The lawful basis for processing includes legitimate business interests, contractual necessity, and consent. 4. | — | Removed |
| 19426 | Mutual Processing Obligations a) Documented Instructions. | — | Removed |
| 19427 | Each Party shall Process Shared Personal Data solely for the purposes specified in the Partnership Agreement, in accordance with this MPDPA and Data Protection Laws. | — | Removed |
| 19428 | Each Party will promptly inform the other in writing if it: (i) reasonably believes there is a conflict between the other Party's data sharing practices and applicable law; (ii) seeks to Process Shared Personal Data inconsistently with this MPDPA; or (iii) determines it can no longer meet its obligations under this MPDPA. b) Confidentiality. | — | Removed |
| 19429 | Any person authorized to Process Shared Personal Data must contractually agree to maintain confidentiality or be under an appropriate statutory obligation of confidentiality. c) Data Subject Rights. | — | Removed |
| 19430 | Each Party agrees to provide reasonable assistance to the other related to requests from individuals exercising their rights in Shared Personal Data under Data Protection Laws. | — | Removed |
| 19431 | If a request is sent directly to one Party regarding data originally provided by the other Party, the receiving Party shall promptly notify the originating Party within five (5) days and coordinate the response. | — | Removed |
| 19432 | The originating Party shall provide necessary information within fifteen (15) days of notification to enable timely response to data subject requests within applicable legal deadlines. d) Prohibited Uses. | — | Removed |
| 19433 | Each Party shall not: Sell or share Shared Personal Data as defined by the CCPA or other Data Protection Laws Attempt to identify any person using de-identified or aggregate information Use Shared Personal Data for purposes beyond those specified in the Partnership Agreement 5. | — | Removed |
| 19434 | Information Security Program a) Security Measures. | — | Removed |
| 19435 | Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards that protect Shared Personal Data, including: Encryption of Shared Personal Data in transit and at rest Ensuring ongoing confidentiality, integrity, and availability of Processing systems Regular testing and evaluation of security effectiveness Access controls limiting data access to authorized personnel only b) Minimum Security Standards. | — | Removed |
| 19436 | Each Party agrees to maintain security measures substantially equivalent to those specified in Exhibit A,and the comprehensive industry standard controls required under Section 6.E of the Partnership Agreement (including but not limited to applicable administrative, technical (e.g., NIST, ISO 27001, SOC 2) and physical safeguards), as measured by industry-standard security frameworks such as SOC 2 Type II or ISO 27001. 6. | — | Removed |
| 19437 | Security Incidents a) Incident Response. | — | Removed |
| 19438 | Each Party will maintain policies and procedures to detect, respond to, and address Security Incidents, including procedures to identify, respond to, mitigate, document, and restore availability of Shared Personal Data. b) Notification. | — | Removed |
| 19439 | Each Party agrees to provide written notice without undue delay (but no longer than five (5) business days) to the other Party's Designated POC if it knows or reasonably suspects a Security Incident affecting Shared Personal Data has occurred. | — | Removed |
| 19440 | Such notice will include all available details required under Data Protection Laws, with updated information provided as it becomes available. c) Cooperation. | — | Removed |
| 19441 | Each Party shall cooperate in investigating, remediating, and responding to Security Incidents affecting Shared Personal Data, including coordinating breach notifications to regulatory authorities and affected individuals as required by law. 7. | — | Removed |
| 19442 | Cross-Border Transfers a) International Transfers. | — | Removed |
| 19443 | Each Party authorizes the other to transfer Shared Personal Data across international borders, provided such transfers comply with Data Protection Laws. b) Transfer Mechanisms. | — | Removed |
| 19444 | For transfers of Shared Personal Data originating in the European Economic Area, Switzerland, and/or United Kingdom to countries without adequacy decisions, the parties agree that the European Commission's Standard Contractual Clauses as most recently adopted, or other transfer mechanisms approved under applicable Data Protection Laws will apply. 8. | — | Removed |
| 19445 | Data Retention and Deletion a) Retention Period. | — | Removed |
| 19446 | Each Party will retain Shared Personal Data only as long as necessary for the purposes specified in the Partnership Agreement, or as required by applicable law, whichever is longer. b) Data Deletion. | — | Removed |
| 19447 | Upon termination of the Agreement, each Party will: Within 30 calendar days, securely destroy all copies of Shared Personal Data received from the other Party, except for any data that has become that Party's own Customer Data pursuant to the Partnership Agreement because the relevant data subject has become a customer of that Party Dispose of data using methods that prevent recovery in accordance with industry best practices Provide a Certificate of Deletion upon request within 30 days, which shall confirm: (A) the date of deletion; (B) the method used for deletion; (C) that no copies remain in any system, backup, or archive; and (D) the identity of the person certifying the deletion. 9. | — | Removed |
| 19448 | Audit Rights a) Mutual Audit Rights. | — | Removed |
| 19449 | Each Party may audit the other Party's compliance with this MPDPA, subject to: (i) at least thirty (30) days' advance written notice; (ii) conduct during regular business hours; (iii) minimal disruption to operations; (iv) appropriate confidentiality procedures; (v) limitation to once per calendar year unless required by regulatory authorities; and (vi) each Party bearing its own audit costs unless material non-compliance is discovered. | — | Removed |
| 19450 | For purposes of this section, "material non-compliance" means violations that create substantial risk of regulatory penalties or data subject harm. 10. | — | Removed |
| 19451 | Liability and Indemnification a) Mutual Indemnification. | — | Removed |
| 19452 | Each Party shall indemnify, defend, and hold harmless the other Party from claims arising out of: (i) Security Incidents caused by the indemnifying Party, consistent with any indemnification obligations in the Partnership Agreement; (ii) the indemnifying Party's material breach of this MPDPA; or (iii) the indemnifying Party's material violation of Data Protection Laws in connection with Shared Personal Data, subject to the liability limitations set forth in the Partnership Agreement. b) Liability Limitations. | — | Removed |
| 19453 | Each Party's total liability arising out of or relating to this MPDPA, whether in contract, tort, or otherwise, shall be subject to the liability limitations, caps, and exclusions set forth in the Partnership Agreement, including any applicable exclusions for Security Incidents set forth therein. c) Carve-outs. | — | Removed |
| 19454 | Notwithstanding the liability limitations in subsections (a) and (b), such limitations shall not apply to: i) Willful misconduct or criminal acts; ii) Security Incidents caused by material failures to maintain the security requirements in Section 5; or iii) Material violations of the prohibited uses in Section 4(d). 11. | — | Removed |
| 19455 | Contact Information a) Designated Points of Contact: Gusto: Legal Privacy, 525 20th St. San Francisco, CA 94107, [email protected] Partner: As specified in the Partnership Agreement or updated in writing b) MPDPA Updates: Material changes to this MPDPA will be posted at https://gusto.com/legal/terms/mpdpa with 30 days' advance notice to all Partners via email. | — | Removed |
| 19456 | Partners may either: (i) accept updates by continuing data sharing after the notice period, or (ii) request bilateral negotiation of the changes within the 30-day notice period. | — | Removed |
| 19457 | If no response is received within 30 days, continued data sharing constitutes acceptance of updates. c) Update Disagreements: If a Partner objects to material MPDPA updates and the Parties cannot reach agreement within 60 days of the initial notice, either Party may terminate the data sharing relationship under this MPDPA with 30 days' written notice, without penalty or breach of the underlying Partnership Agreement. d) Version Information: Current Version 1.0 - Effective Date: September 23, 2025 EXHIBIT A - SECURITY REQUIREMENTS Based on industry-standard security practices, each party agrees to maintain security measures substantially equivalent to the following requirements: a) Encryption: Commercially reasonable encryption for data in transit and whole disk encryption for data at rest, with established key management procedures. b) Storage: Physically and logically secure environments with hardened, continuously monitored platforms. c) Access Controls: Role-based access restrictions with regular access reviews and privileged user monitoring. d) Vulnerability Management: Regular vulnerability assessments and timely application of security patches using risk-based prioritization. e) Audit Logging: Comprehensive logging of access activities with daily review and intrusion detection capabilities. f) Risk Assessments: Annual formal risk assessments and independent third-party security reviews. g) Physical Security: Appropriate physical controls for facilities processing Shared Personal Data. h) Disaster Recovery: Documented disaster recovery plans with annual testing affecting shared data systems. | — | Removed |
| 19458 | Gusto MCP Terms of Service Version Version 1.0 (Current) Effective October 13th 2025 Download Table of Contents Last updated October 13, 2025 These Gusto Model Context Protocol Terms of Service (“ Gusto MCP Terms ”), together with the Gusto Employer Terms of Service (“ Employer Terms ”) (collectively, the “ Gusto MCP Agreement ”), contain the terms and conditions under which Gusto will provide eligible Employers with access to Gusto’s model context protocol server (“ Gusto MCP ”) and certain related programs and/or documentation (collectively the “ Employer MCP Tools ”) for the purposes described below. | — | Removed |
| 19459 | Capitalized terms used but not defined in these Gusto MCP Terms have the meanings ascribed to them in the Employer Terms . | — | Removed |
| 19460 | In the event of a conflict between the Gusto MCP Terms and the Employer Terms, the Gusto MCP Terms shall control with respect to the Employer MCP Tools. | — | Removed |
| 19461 | The Gusto MCP Terms are Service Terms, and the Employer MCP Tools constitute a Service each as defined in the Employer Terms. | — | Removed |
| 19462 | The Employer Terms contain a mandatory arbitration provision and class action waiver requiring Employer to resolve disputes with Gusto through final, binding arbitration on an individual basis. | — | Removed |
| 19463 | The Employer Terms, including our Acceptable Use Policy , are incorporated into this Gusto MCP Agreement with full force and effect. | — | Removed |
| 19464 | By using the Employer MCP Tools, or by signing or clicking the applicable button to indicate your acceptance of these Gusto MCP Terms, you agree, effective as of the date of such action, to be bound by the Gusto MCP Agreement, including the arbitration provision and class action waiver. | — | Removed |
| 19465 | If you are accepting this Gusto MCP Agreement on behalf of Employer (e.g. in your capacity as agent of Employer), you represent that you have the authority to bind Employer to this Gusto MCP Agreement and that Employer accepts this Gusto MCP Agreement. 1. | — | Removed |
| 19466 | Definitions For purposes of these Gusto MCP Terms: (a) “ Approved Provider ” means an artificial intelligence model provider that has been pre-approved by Gusto in writing for use with the Employer MCP Tools, as such list may be created and modified by Gusto from time to time in its sole discretion; (b) “ LLM Account ” means a user account maintained by Employer in good standing with an artificial intelligence model provider; (c) “ AI Output ” means any content, response, or result generated by an artificial intelligence model(s). 2. | — | Removed |
| 19467 | License to Use the Employer MCP Tools Subject to your compliance with the Gusto MCP Agreement, and any instructions, limitations and conditions for use of the Employer MCP Tools made available or communicated to you by Gusto, Gusto will grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Employer MCP Tools only as necessary for your internal use to integrate your Employer Account and your LLM Account. | — | Removed |
| 19468 | Any use of the Employer MCP Tools for a commercial purpose is prohibited. 3. | — | Removed |
| 19469 | Limitations and Eligibility Access to the Employer MCP Tools will be restricted to Administrators with the appropriate permissions, as communicated by Gusto. | — | Removed |
| 19470 | Without limiting Section 1 of the Employer Terms, you understand Employer is solely responsible for monitoring and managing Administrator access and permissions to the Employer Account. | — | Removed |
| 19471 | Gusto retains sole discretion to establish and modify a list of Approved Providers at any time without notice. | — | Removed |
| 19472 | If Gusto establishes a restricted list of Approved Providers, any connection of an Employer Account to an artificial intelligence model provider not on such Approved Provider list via the Employer MCP Tools will be strictly prohibited. | — | Removed |
| 19473 | Gusto reserves the right to create, set and/or modify additional eligibility criteria for Employer access to the Employer MCP Tools, including but not limited to prior enrollment in a particular Service Plan. 4. | — | Removed |
| 19474 | Employer Responsibility for AI Outputs Gusto is not responsible for AI Outputs or Employer’s use of the same. | — | Removed |
| 19475 | Employer acknowledges that use of the Employer MCP Tools will enable AI Outputs from artificial intelligence model provider to be transmitted to or integrated with the Employer Account, and that Employer may cause such AI Outputs to be used in Gusto Services including payroll processing, health insurance benefits administration, and/or payroll tax reporting, among others. | — | Removed |
| 19476 | Employer acknowledges and understands that AI Outputs may contain inaccuracies, errors, or “hallucinations.” Gusto is not responsible for and does not review or verify AI Outputs for accuracy or compliance. | — | Removed |
| 19477 | Employer is solely responsible for: (i) verifying all AI Outputs before use; (ii) ensuring compliance with applicable laws when using AI Outputs; (iii) implementing appropriate oversight and human review procedures as applicable; and (iv) any consequences arising from inaccurate, incomplete or non-compliant AI Outputs. | — | Removed |
| 19478 | Gusto disclaims all responsibility for errors, violations or outcomes arising from Employer's use of AI Outputs and has no obligation to monitor or validate such outputs. 5. | — | Removed |
| 19479 | Fees Gusto reserves the right to charge, and Employer agrees to pay, Service Fees for use of the Employer MCP Tools subject to Section 10 of the Employer Terms. 6. | — | Removed |
| 19480 | Privacy & Security By accepting these Gusto MCP Terms, you authorize Gusto to collect and use information about your use of the Employer MCP Tools and LLM Account, including (but not limited to) the content of queries you make via the Gusto MCP through your linked LLM Account as described in Gusto’s Employer DPA . | — | Removed |
| 19481 | Though not obligated to, Gusto may monitor your use of the Employer MCP Tools to assess compliance with these Gusto MCP Terms and to improve, provide, and maintain the Employer MCP Tools and Gusto Platform. | — | Removed |
| 19482 | Employer is solely responsible for: (i) obtaining all necessary consents from Members and other data subjects before transmitting their personal data to foundation model providers; and (ii) ensuring compliance with all applicable privacy laws. | — | Removed |
| 19483 | Employer acknowledges that Employer Data transmitted through the MCP Server will be processed by artificial intelligence model providers according to their own terms of service and privacy policies. | — | Removed |
| 19484 | Employer further acknowledges that (i) such processing may include training artificial intelligence models, or other uses as determined by the artificial intelligence model provider; (ii) Employer Data may be stored, cached, or retained by the artificial intelligence model provider according to their own data handling and retention policies; (iv) artificial intelligence model providers may be located outside the United States and/or may transfer data internationally; and (v) Gusto has no control over and is not responsible for how artificial intelligence model providers process, store, or use data. | — | Removed |
| 19485 | By using the Employer MCP Tools, you represent and warrant that you have the legal authority to share Employer Data with the applicable artificial intelligence model provider. | — | Removed |
| 19486 | Employer is solely responsible for the security of any Shared Employer Data retrieved or sent via the Employer MCP Tools. | — | Removed |
| 19487 | Gusto may recommend that Employer follow certain security guidelines, as determined by Gusto in its sole discretion and as may be updated from time to time and Employer is solely responsible for any consequence of Employer’s failure to promptly implement or adopt any recommended security guidelines. 7. | — | Removed |
| 19488 | General Prohibitions Employer agrees not to take, attempt to take, or assist any third party in taking the following actions: Use the Employer MCP Tools to integrate with any system or application to which (a) Employer does not have the rights to access or (b) that is prohibited by Gusto; Reproduce, distribute, modify, or create derivative works based on the Employer MCP Tools; Reverse engineer, decode, disassemble, or otherwise attempt to derive any source code or architecture framework of Employer MCP Tools; Access or use the Employer MCP Tools in order to develop, market, sell, or distribute any product/service; Bypass security safeguards or exploit security vulnerabilities in the Employer MCP Tools or Gusto Platform; Use the Employer MCP Tools for any purpose other than Employer’s internal use; Take any action that subjects the Employer MCP Tools to any third party contractual terms, including but not limited to, open source software license terms; Introduce viruses, worms, malware, or other malicious or harmful code into the Employer MCP Tools or Gusto Platform; Misrepresent the source or ownership of material or data sent or retrieved via the Gusto MCP; Access or use the Employer MCP Tools in any way that does not comply with this Gusto MCP Agreement (including the Acceptable Use Policy ) and all applicable law; Use or rely on any AI Output in any way that does not comply with applicable law or regulation, including (without limitation) employment law. 8. | — | Removed |
| 19489 | Modifications Employer understands and acknowledges that artificial intelligence models and model context protocol systems are new and rapidly developing technologies and that the features, functionality, and scope of the Employer MCP Tools will be modified over time as such technology continues to transform. | — | Removed |
| 19490 | Accordingly, Gusto reserves the right to modify or discontinue the Employer MCP Tools with or without notice, and Gusto will not be liable for any such modification or discontinuance. | — | Removed |
| 19491 | Artificial intelligence model providers may also modify or discontinue their services, and Gusto is not responsible for any such activity. | — | Removed |
| 19492 | In the event Gusto modifies or updates the Employer MCP Tools, Gusto may require you to use the most current version of the Employer MCP Tools. | — | Removed |
| 19493 | Gusto may modify these Gusto MCP Terms at any time, in Gusto’s sole discretion, by posting the modified Gusto MCP Terms on its website. | — | Removed |
| 19494 | Your continued use of the Employer MCP Tools following modification of the Gusto MCP Terms will constitute your acceptance of the modifications. | — | Removed |
| 19495 | If you do not agree to be bound by the modified Gusto MCP Terms, then you may not continue to use the Employer MCP Tools. 9. | — | Removed |
| 19496 | No Warranties The Employer MCP Tools are available as is, and Gusto makes no representations or warranties of any kind about the uptime, availability, performance or permissibility of the Employer MCP Tools or any artificial intelligence model provider services, including without limitation any Approved Provider services. | — | Removed |
| 19497 | Gusto makes no representations or warranties about the compatibility of the Employer MCP Tools with Employer’s systems or requirements, or with the systems of services of artificial intelligence model provider(s). | — | Removed |
| 19498 | From time to time, Employer may have limited or no access to the Employer MCP Tools due to scheduled or emergency maintenance of the Employer MCP Tools. | — | Removed |
| 19499 | Gusto shall make commercially reasonable efforts to provide notice of such maintenance to Customer. | — | Removed |
| 19500 | Gusto shall have no liability to Employer arising from any such maintenance, including any failure or delay of Gusto in providing notice to Employer of such maintenance. | — | Removed |
| 19501 | 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 Employer MCP Tools. | — | Removed |
| 19502 | Employer acknowledges that the Gusto MCP facilitates connections to third-party artificial intelligence model providers, including Approved Providers, that are not owned, controlled, or operated by Gusto. | — | Removed |
| 19503 | Gusto makes no representations or warranties regarding: (i) the privacy policies, terms of service, or data handling practices of any artificial intelligence model provider; (ii) the accuracy, reliability, or performance of any foundation model or AI Output, including those provided or made available by Approved Providers; (iii) the availability, reliability, performance or uptime of any artificial intelligence model provider services; or (iv) compliance by any artificial intelligence model provider with applicable laws or regulations. | — | Removed |
| 19504 | Selection and use of any artificial intelligence model provider is at Employer’s own risk. 10. | — | Removed |
| 19505 | Indemnification and Limitation of Liability Without limiting Employer’s indemnification obligations in Section 21 of the Employer Terms (“Indemnity”), you agree to indemnify and hold the Indemnified Parties harmless against any and all Claims arising from: (i) your access to or use of the Employer MCP Tools; (ii) modifications you make, or that are made on your behalf, to the Employer MCP Tools that are not authorized by Gusto; or (iii) any data or materials you, or your Administrators upload or transmit via the Gusto MCP; or (iv) your violation of the Gusto MCP Terms. | — | Removed |
| 19506 | Employer further acknowledges that AI Outputs may be inaccurate, biased, or inappropriate, and that all AI Outputs made available to Employer via the Employer MCP Tools are generated by artificial intelligence model providers, not Gusto. | — | Removed |
| 19507 | Gusto has no control over and bears no responsibility for AI Outputs received by Employer via the Employer MCP Tools. | — | Removed |
| 19508 | Employer agrees to: (i) independently verify all AI Outputs before relying on them for business decisions; (ii) indemnify Gusto against any claims arising from AI Outputs or Employer’s use of or reliance on AI Outputs including but not limited to claims of discrimination, bias, inaccuracy, or inappropriate content; (iii) hold Gusto harmless from any failure, interruption, or termination of artificial intelligence model provider services; and (iv) assume all risks associated with the use of AI Outputs. 11. | — | Removed |
| 19509 | Termination; Suspension Upon termination, any sections of these Gusto MCP Terms which by their nature should survive, will survive. | — | Removed |
| 19510 | Upon termination, your access to the Employer MCP Tools (including the Gusto MCP) shall terminate. | — | Removed |
| 19511 | Gusto reserves the right to suspend your access to the Employer MCP Tools immediately in the event that (i) Gusto reasonably believes that you have failed to comply with these Gusto MCP Terms (including, for example, by misusing or abusing the Employer MCP Tools; or (ii) Gusto reasonably suspects or discovers a security issue (“Security Issue”) that may impact the Employer MCP Tools. | — | Removed |
| 19512 | Gusto shall make commercially reasonable efforts to limit such suspension to the minimum extent necessary to eliminate the Security Issue, and will make commercially reasonable efforts to provide notice of such suspension. | — | Removed |
| 19513 | Gusto will have no liability arising from any such suspension, or from any failure to provide notice of such suspension. | — | Removed |
| 19514 | Referral Reward End of Year 2025 Bonus 1 Version Version 2.0 (Current) Version 1.0 Effective October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19515 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $400 for your first, $500 for your second, $600 for your third, $800 for your fourth, and $1,100 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19516 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19517 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19518 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19519 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19520 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19521 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19522 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19523 | Effective October 20th 2025 to October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19524 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $400 for your first, $500 for your second, $600 for your third, $800 for your fourth, and $1,100 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19525 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19526 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19527 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19528 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19529 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19530 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19531 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19532 | Referral Reward End of Year 2025 Bonus 2 Version Version 4.0 (Current) Version 3.0 Version 2.0 Version 1.0 Effective January 29th 2026 Download Table of Contents Last updated January 29, 2026 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and March 1, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19533 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19534 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19535 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19536 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19537 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19538 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19539 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19540 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19541 | Effective January 29th 2026 to January 29th 2026 Download Table of Contents Last updated January 29, 2026 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and February 28, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19542 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19543 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19544 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19545 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19546 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19547 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19548 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19549 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19550 | Effective October 20th 2025 to January 29th 2026 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19551 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19552 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19553 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19554 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19555 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19556 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19557 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19558 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19559 | Effective October 20th 2025 to October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between October 22, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19560 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19561 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19562 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19563 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19564 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19565 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19566 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19567 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19568 | Referral Reward End of Year 2025 Bonus 3 Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective January 29th 2026 Download Table of Contents Last updated January 29, 2026 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between December 8, 2025 and March 1, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19569 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19570 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19571 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19572 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19573 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19574 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19575 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19576 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19577 | Effective January 29th 2026 to January 29th 2026 Download Table of Contents Last updated January 29, 2026 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between December 8, 2025 and February 28, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19578 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19579 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19580 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19581 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19582 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19583 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19584 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19585 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19586 | Effective December 8th 2025 to January 29th 2026 Download Table of Contents Last updated December 8, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link between December 8, 2025 and January 31, 2026, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19587 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $800 for your first, $900 for your second, $1,000 for your third, $1,200 for your fourth, and $1,500 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19588 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19589 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19590 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19591 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19592 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19593 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19594 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19595 | Accountant Tiered Referral Terms Version Version 4.0 (Current) Version 3.0 Version 2.0 Version 1.0 Effective October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19596 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19597 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19598 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19599 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19600 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19601 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19602 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19603 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19604 | Effective October 20th 2025 to October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19605 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19606 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19607 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19608 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19609 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19610 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19611 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19612 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19613 | Effective October 20th 2025 to October 20th 2025 Download Table of Contents Last updated October 20, 2025 For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19614 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19615 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19616 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19617 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19618 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19619 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19620 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19621 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19622 | Effective October 20th 2025 to October 20th 2025 Download Table of Contents For purposes of these terms, a “Successful Referral” means a referee who (1) signs up for Gusto using your unique referral link, (2) runs at least one paid payroll, and (3) maintains an active Gusto account at the time incentives are issued. | — | Removed |
| 19623 | Within thirty (30) calendar days of your Successful Referral’s first paid invoice, you will receive a Visa gift card in an amount based on your number of Successful Referrals: $300 for your first, $400 for your second, $500 for your third, $700 for your fourth, and $1,000 for your fifth and any subsequent Successful Referrals. | — | Removed |
| 19624 | Each incentive applies to distinct, new Successful Referrals and is not cumulative. | — | Removed |
| 19625 | For any incentive earned after the first Successful Referral, Referrer may have the option to receive the incentive in the form of an ACH payment or Visa gift card Your Successful Referral will receive a $100 Visa gift card. | — | Removed |
| 19626 | To be eligible for promotion payouts, both your Gusto account and the referee’s Gusto account must be open at the time payouts are issued. | — | Removed |
| 19627 | You may not engage in, purchase, or otherwise utilize pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings, for search or content-based campaigns on any search engine or advertising platform. | — | Removed |
| 19628 | Trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match). | — | Removed |
| 19629 | You may not post, share, or otherwise make available your referral link on any discount, coupon, promo code, cashback, or similar incentive websites or platforms. | — | Removed |
| 19630 | Violation of these restrictions may result in disqualification from the referral program and forfeiture of any pending incentives. | — | Removed |
| 19631 | Gusto Price Match Guidelines Version Version 6.0 (Current) Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19632 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19633 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19634 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19635 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19636 | See more information on limitations and eligibility below. | — | Removed |
| 19637 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19638 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19639 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19640 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19641 | Questions? | — | Removed |
| 19642 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19643 | Important Terms & Limitations No Guarantee : This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19644 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19645 | Gusto Discretion : All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19646 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19647 | Verification : All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19648 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19649 | Modifications : Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19650 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19651 | Eligibility : Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19652 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19653 | Final Pricing Decisions : This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19654 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts located at https://gusto.com/legal/terms/promotional-terms for more information. | — | Removed |
| 19655 | Effective October 30th 2025 to October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19656 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19657 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19658 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19659 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19660 | See more information on limitations and eligibility below. | — | Removed |
| 19661 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19662 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19663 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19664 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19665 | Questions? | — | Removed |
| 19666 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19667 | Important Terms & Limitations No Guarantee : This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19668 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19669 | Gusto Discretion : All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19670 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19671 | Verification : All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19672 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19673 | Modifications : Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19674 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19675 | Eligibility : Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19676 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19677 | Final Pricing Decisions : This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19678 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts at https://gusto.com/legal/terms/promotional-terms for more information. | — | Removed |
| 19679 | Effective October 30th 2025 to October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19680 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19681 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19682 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19683 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19684 | See more information on limitations and eligibility below. | — | Removed |
| 19685 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19686 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19687 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19688 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19689 | Questions? | — | Removed |
| 19690 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19691 | Important Terms & Limitations No Guarantee : This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19692 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19693 | Gusto Discretion : All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19694 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19695 | Verification : All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19696 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19697 | Modifications : Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19698 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19699 | Eligibility : Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19700 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19701 | Final Pricing Decisions : This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19702 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts for more information. | — | Removed |
| 19703 | Effective October 30th 2025 to October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19704 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19705 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19706 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19707 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19708 | See more information on limitations and eligibility below. | — | Removed |
| 19709 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19710 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19711 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19712 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19713 | Questions? | — | Removed |
| 19714 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19715 | Important Terms & Limitations No Guarantee: This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19716 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19717 | Gusto Discretion: All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19718 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19719 | Verification: All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19720 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19721 | Modifications: Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19722 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19723 | Eligibility: Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19724 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19725 | Final Pricing Decisions: This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19726 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts for more information. | — | Removed |
| 19727 | Effective October 30th 2025 to October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19728 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19729 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19730 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19731 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19732 | See more information on limitations and eligibility below. | — | Removed |
| 19733 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19734 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19735 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19736 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19737 | Questions? | — | Removed |
| 19738 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19739 | Important Terms & Limitations No Guarantee : This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19740 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19741 | Gusto Discretion : All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19742 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19743 | Verification : All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19744 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19745 | Modifications : Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19746 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19747 | Eligibility : Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19748 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19749 | Final Pricing Decisions: This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19750 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts for more information. | — | Removed |
| 19751 | Effective October 30th 2025 to October 30th 2025 Download Table of Contents We are confident in the value we provide to our small business customers through our comprehensive and flexible payroll, benefits, and HR offerings. | — | Removed |
| 19752 | We also understand that pricing is an important factor in the decision-making process as you select your payroll and HRIS provider. | — | Removed |
| 19753 | Standard Price Matching Offers Our Sales team can typically offer new customers competitive pricing to match or beat the cost of a qualifying competitor payroll service for your first year using Gusto. | — | Removed |
| 19754 | Pricing offers from our Sales team may include a percentage discount off your monthly Gusto invoice, valid for up to one year. | — | Removed |
| 19755 | Gusto’s offers are reviewed on a case by case basis and are subject to our discretion. | — | Removed |
| 19756 | See more information on limitations and eligibility below. | — | Removed |
| 19757 | What We’ll Need from You To ensure we're comparing equivalent services, we'll need you to provide documentation such as a quote, pricing proposal or email from the competing service provider confirming the details of their price offer. | — | Removed |
| 19758 | Our Sales team will also need to understand what is included in the competing service provider’s price quote (e.g. what features or services, length of service period, etc.). | — | Removed |
| 19759 | Next Steps If you're assessing Gusto for the first time and have received a competitive offer from another payroll/HR provider, simply share the details and documentation with your Gusto Sales rep. | — | Removed |
| 19760 | We'll work to provide a competitive response that demonstrates our commitment to earning your business. | — | Removed |
| 19761 | Questions? | — | Removed |
| 19762 | Contact your Gusto sales representative or reach out to our sales team directly. | — | Removed |
| 19763 | Important Terms & Limitations No Guarantee : This policy does not guarantee that Gusto will match any competitor's pricing. | — | Removed |
| 19764 | All pricing decisions, including whether to offer competitive pricing, are made at Gusto's sole discretion. | — | Removed |
| 19765 | Gusto Discretion : All Gusto offers are subject to Gusto’s discretion and may vary based on individual circumstances. | — | Removed |
| 19766 | Gusto reserves the right to decline to match a competitor offer for any reason. | — | Removed |
| 19767 | Verification : All competitor offers must be verified through documentation satisfactory to Gusto. | — | Removed |
| 19768 | Gusto may request additional information or clarification regarding competitor offers at its discretion. | — | Removed |
| 19769 | Modifications : Gusto reserves the right to modify, suspend, or discontinue this policy at any time without notice. | — | Removed |
| 19770 | Changes to this policy may affect pending requests and future pricing discussions. | — | Removed |
| 19771 | Eligibility : Price matching is available to onboarding customers that are not currently using and have not previously used Gusto. | — | Removed |
| 19772 | Price matching applies only to comparable services and features as determined by Gusto in its sole discretion. | — | Removed |
| 19773 | Final Pricing Decisions : This policy serves as general guidance and does not create binding obligations on Gusto's pricing decisions. | — | Removed |
| 19774 | Additional terms and conditions apply, see the Gusto Terms for Promotional Offers & Discounts for more information. | — | Removed |
| 19775 | November 2025 Partner Promotion Terms Version Version 1.0 (Current) Effective November 18th 2025 Download Table of Contents Last updated November 17, 2025 These November 2025 Accountant Partner 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 Accountant Promotion Agreement ”) contain the terms and conditions that govern participation in the promotion described below (“ Accountant Promotion ”). | — | Removed |
| 19776 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 19777 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 19778 | As used in these Promotion Terms, “ you ” and “ your ” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 19779 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 19780 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “ Promotion Payout ”) or elect to receive an invoice credit in an equal amount (see “ Promotion Credit ” below). | — | Removed |
| 19781 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before January 31, 2026 (“ Participation Criteria ”). | — | Removed |
| 19782 | In order to be eligible for the Promotion Payout, you must add at least one Qualifying Partner Client during the period beginning on October 1, 2025 and ending on January 31, 2026 (“Promotion Period”) (the “Payout Criteria”). | — | Removed |
| 19783 | A “Qualifying Partner Client” is defined as a Partner Client that (a) has Enrolled in the Simple, Plus or Premium Plan (see Product Pricing) through the Partner’s “Add Client” screen in Gusto Pro (such enrollment, the “Enrollment” or being “Enrolled”) and Gusto 401(k) for the first time (b) onboards at least three (3) employees to such Partner Client’s Employer Account and pays such employees via Gusto Payroll during the Promotion Period, and maintains three (3) employees or more throughout the Promotion Period; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; (e) remains your Partner Client for the Promotion Period; (f) has remained active and/or not suspended their Gusto account through February 28, 2026 ; (g) remains a client of the Partner through which they enrolled through February 28, 2026; and (h) is a client for which you do not serve as a plan fiduciary. | — | Removed |
| 19784 | Offer applies to Gusto 401(k) Service Fees as specified and is not contingent on use of any other Gusto product. | — | Removed |
| 19785 | Promotion Payout Accountant Partners who meet the Participation Criteria and Payout Criteria above will be eligible for a one-time Promotion Payout of $500 per client directly to their firm. | — | Removed |
| 19786 | The Promotion Payout will be transmitted via ACH to the Accountant Bank Account. | — | Removed |
| 19787 | The Promotion Payout for each Qualified Partner Client is calculated as of the end of the Promotion Period. | — | Removed |
| 19788 | Services “Promotion Credits” (defined below) for Gusto 401(k) will be applied directly to the qualifying client account. | — | Removed |
| 19789 | Promotional Payouts to firms shall be sent via ACH within forty-five (45) days of the later of the following: (i) February 28, 2026 , or (ii) the provision of a Form W-9 by Partner to Gusto. | — | Removed |
| 19790 | If Partner is unable or unwilling to receive a Promotional Payout, Accountant Partner may request to receive an alternative promotion by applying a credit to the Client “Gusto 401(k) Service Fees” (“ Promotion Credit ”). | — | Removed |
| 19791 | The Promotion Credit may only be applied to “Gusto 401(k) Service Fees” as defined here. | — | Removed |
| 19792 | The Gusto 401(k) Service Fee is the flat monthly based fee and a flat monthly participant fee based on the number of active participants in the plan paid by the employer, plan sponsor related to the recordkeeping and plan administration. | — | Removed |
| 19793 | More information can be found at https://my.guideline.com/agreements/fees . | — | Removed |
| 19794 | The Gusto 401(k) Service Fee does not include (a) “Gusto Services” Fees having the same meaning that it does under the Accountant Program Terms; (b) any optional add-on services for which Gusto charges a fee, or (c) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 19795 | Termination of your Firm Account or of all Client Employer Accounts associated with the Firm Account will forfeit the Promotion Credit. | — | Removed |
| 19796 | For the avoidance of doubt, selecting the Promotion Credit will render Accountant Partner ineligible for the Promotion Payout. | — | Removed |
| 19797 | The Promotion Payout and/or Promotion Credit can not be combined with other promotions. | — | Removed |
| 19798 | Partners must not 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. | — | Removed |
| 19799 | For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, Gusto Cashout, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as a broad match). | — | Removed |
| 19800 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 19801 | Gusto reserves the right to declare a New Client or a New Partner ineligible for the Promotion if Gusto determines that Partner is abusing the Promotion or determines that Partner is no longer eligible based on the terms outlined above. | — | Removed |
| 19802 | December 2025 Solo Partner Promotion Terms Version Version 1.0 (Current) Effective December 16th 2025 Download Table of Contents Last updated December 16, 2025 These December 2025 Accountant Partner Promotion Terms (“Promotion Terms”) together with the Accountant Program Terms of Service (“Accountant Program Terms”) and the Gusto Partner Program Terms (“Discounts Terms”) (collectively, “the Accountant Promotion Agreement”) contain the terms and conditions that govern participation in the promotion described below (“Accountant Promotion”). | — | Removed |
| 19803 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 19804 | In the event of a conflict between these Promotion Terms and the Accountant Program Terms and the Discounts Terms, these Promotion Terms will govern with respect to the Accountant Promotion. | — | Removed |
| 19805 | As used in these Promotion Terms, “you” and “your” both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 19806 | By participating in this Accountant Promotion, you agree to be bound by this Accountant Promotion Agreement. | — | Removed |
| 19807 | Subject to these Promotion Terms, eligible Accountant Partners may qualify to receive a single ACH payment (the “Promotion Payout”) or elect to receive an invoice credit in an equal amount (see “Promotion Credit” below). | — | Removed |
| 19808 | Eligibility To participate in the Accountant Promotion, you must be enrolled in the Accountant Program and in good standing by or before March 31, 2026 (“Participation Criteria”). | — | Removed |
| 19809 | In order to be eligible for the Promotion, you must add at least ten (10) Qualified Partner Clients during the period beginning on December 15, 2025 and ending on March 31, 2026 (“Promotion Period”). | — | Removed |
| 19810 | A “Qualified Partner Client” is defined as a Partner Client that (a) has Enrolled in the Solo Plan through the Partner’s “Add Client” screen in Gusto Pro or through a Partner referral (see here for more information on Partner Referrals) (such enrollment, the “Enrollment” or being “Enrolled”); (b) has run at least one Gusto Payroll during the Promotion Period; (c) has a federal EIN that has not previously been used on Gusto; (d) maintains an Employer Account in good standing through the Promotion Period; and (e) remains your Partner Client for the Promotion Period. | — | Removed |
| 19811 | Promotion Payout Qualified Partner Clients will be eligible for a fifty percent (50%) discount on their first twelve (12) consecutive months of Gusto Services (the “Promotion”) on the Solo Plan. “Gusto Services” shall have the same meaning that it does under the Accountant Program Terms, restated here for reference: the cloud-based payroll and human resources services listed under an Employer’s Service Plan as described at www.gusto.com/product/pricing, and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services, or any other non-payroll or non-human resources which Gusto or its subsidiaries are currently providing or may provide in the future. | — | Removed |
| 19812 | Gusto may modify or terminate this Promotion or these Promotion Terms for any reason and at any time, at Gusto’s sole discretion, without notice. | — | Removed |
| 19813 | Gusto reserves the right to declare a Partner Clien t ineligible for the Promotion if Gusto determines that Partner or Partner Client is abusing the Promotion. | — | Removed |
| 19814 | This Promotion may not be combined or stacked. | — | Removed |
| 19815 | 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. | — | Removed |
| 19816 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 19817 | 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. | — | Removed |
| 19818 | 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. | — | Removed |
| 19819 | 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). | — | Removed |
| 19820 | 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. | — | Removed |
| 19821 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 19822 | 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. | — | Removed |
| 19823 | 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. | — | Removed |
| 19824 | 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). | — | Removed |
| 19825 | Effective January 13th 2026 to January 16th 2026 Download Table of Contents Last updated January 13, 2026 Referee Terms : To qualify, you must sign up for Gusto between January 15th, 2026 and April 15th, 2026 and run one or more paid payrolls. | — | Removed |
| 19826 | You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice. | — | Removed |
| 19827 | 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. | — | Removed |
| 19828 | 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. | — | Removed |
| 19829 | 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). | — | Removed |
| 19830 | EIN Application Service Supplemental Terms Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective April 16th 2026 Download Table of Contents Last Updated: April 15, 2026 These Supplemental Terms ("Supplemental Terms") govern your use of the EIN Application Service offered by Gusto, Inc. | — | Removed |
| 19831 | ("Gusto," "we," or "us") and supplement the Gusto Terms of Service (the "Terms of Service"). | — | Removed |
| 19832 | In the event of a conflict between these Supplemental Terms and the Terms of Service, these Supplemental Terms control with respect to the EIN Application Service. | — | Removed |
| 19833 | Capitalized terms not defined here have the meanings given in the Terms of Service. 1. | — | Removed |
| 19834 | Service Description and Scope The EIN Application Service is a paid service through which Gusto facilitates the submission of an Application for Employer Identification Number (IRS Form SS-4) to the Internal Revenue Service ("IRS"). | — | Removed |
| 19835 | The EIN Application Service includes the collection of the information required by the IRS, submission of your application, and delivery of your assigned EIN upon receipt from the IRS. | — | Removed |
| 19836 | The EIN Application Service is an administrative filing service. | — | Removed |
| 19837 | It does not include tax advice, legal advice, entity formation, registered agent services, or any services beyond the submission of your EIN application. | — | Removed |
| 19838 | Gusto is not a law firm, and nothing in the EIN Application Service constitutes legal, tax, or financial advice. | — | Removed |
| 19839 | You should consult a qualified professional for advice specific to your situation. | — | Removed |
| 19840 | You are the applicant on your EIN application. | — | Removed |
| 19841 | Gusto facilitates the transmission of your self-directed application to the IRS but does not act as your third-party designee, representative, or agent before the IRS. | — | Removed |
| 19842 | You are responsible for responding to any IRS correspondence or inquiries regarding your application. | — | Removed |
| 19843 | Upon successful processing of your application, your EIN will be made available in your Gusto account. 2. | — | Removed |
| 19844 | Data Sharing and Privacy To process your EIN application, Gusto collects certain sensitive personal information, including your Social Security Number or Individual Taxpayer Identification Number ("SSN/TIN"), legal name, address, and other information required by the IRS on Form SS-4 (collectively, "EIN Application Data"). | — | Removed |
| 19845 | Gusto may share your EIN Application Data with third-party service providers engaged by Gusto solely to facilitate the submission and processing of your EIN application. | — | Removed |
| 19846 | Such providers are contractually obligated to use your EIN Application Data only for that purpose and are prohibited from disclosing or retaining it for any other purpose. | — | Removed |
| 19847 | Gusto will also transmit your EIN Application Data to the IRS as part of the application process. | — | Removed |
| 19848 | Your use of the EIN Application Service constitutes your express consent to the collection, use, and sharing of your EIN Application Data as described in this Section and in the Gusto Privacy Policy. 3. | — | Removed |
| 19849 | Payment The EIN Application Service is a one-time service available for the fee displayed at checkout. | — | Removed |
| 19850 | Payment is collected at the time of purchase through Stripe, our third-party payment processor. | — | Removed |
| 19851 | Your payment transaction is also subject to Stripe's terms, which are presented at checkout. | — | Removed |
| 19852 | Applicable taxes, if any, will be calculated and collected by Stripe as Merchant of Record. 4. | — | Removed |
| 19853 | Refund Policy The EIN Application Service fee is non-refundable. | — | Removed |
| 19854 | Upon completion of your purchase, your EIN application is submitted to the IRS for processing, and the filing service is considered complete. | — | Removed |
| 19855 | No refunds or credits will be issued for completed submissions. | — | Removed |
| 19856 | If Gusto fails to submit your application due to an error solely attributable to Gusto, Gusto will, at its option, resubmit the application at no additional cost or issue a refund of the service fee. | — | Removed |
| 19857 | This is your sole remedy for such a failure. 5. | — | Removed |
| 19858 | Customer Responsibility for Accuracy You represent and warrant that all information you provide in connection with the EIN Application Service, including all EIN Application Data, is true, accurate, complete, and current as of the date of submission. | — | Removed |
| 19859 | You are solely responsible for: (a) Ensuring that the information provided in your EIN application is correct and complete, including the identification of the responsible party as required by the IRS. | — | Removed |
| 19860 | (b) Reviewing any EIN confirmation or correspondence received from the IRS and promptly notifying Gusto of any errors or discrepancies. | — | Removed |
| 19861 | (c) Complying with all applicable IRS requirements, including the obligation to report changes to your responsible party or business information to the IRS within sixty (60) days using IRS Form 8822-B. | — | Removed |
| 19862 | Gusto has no liability for any consequences arising from inaccurate, incomplete, or outdated information you provide. 6. | — | Removed |
| 19863 | Limitation of Liability The EIN Application Service facilitates the submission of your EIN application to the IRS. | — | Removed |
| 19864 | Gusto does not guarantee that the IRS will approve your application, assign an EIN within any particular timeframe, or process your application without delay or error. | — | Removed |
| 19865 | You acknowledge that: (a) The IRS is solely responsible for reviewing, processing, and approving or rejecting EIN applications, and Gusto has no control over IRS processing times, systems, or decisions. | — | Removed |
| 19866 | (b) Gusto shall not be liable for any loss, damage, cost, or expense arising from or related to (i) the rejection, delay, or denial of your EIN application by the IRS, (ii) any IRS system outage, error, or unavailability, (iii) any inaccuracy in your EIN Application Data that you provided, or (iv) your inability to use an EIN for any intended purpose. | — | Removed |
| 19867 | (c) To the maximum extent permitted by applicable law, Gusto's total aggregate liability arising out of or related to the EIN Application Service shall not exceed the fees paid by you to Gusto for the EIN Application Service. 7. | — | Removed |
| 19868 | General These Supplemental Terms are governed by the same governing law and dispute resolution provisions set forth in the Terms of Service. | — | Removed |
| 19869 | If any provision of these Supplemental Terms is held unenforceable, the remaining provisions remain in full force and effect. | — | Removed |
| 19870 | Gusto may update these Supplemental Terms from time to time by posting revised terms. | — | Removed |
| 19871 | Your continued use of the EIN Application Service after any update constitutes acceptance of the revised terms. | — | Removed |
| 19872 | Effective April 15th 2026 to April 16th 2026 Download Table of Contents EIN Application Service Supplemental Terms Last Updated: April 15, 2026 These Supplemental Terms ("Supplemental Terms") govern your use of the EIN Application Service offered by Gusto, Inc. | — | Removed |
| 19873 | ("Gusto," "we," or "us") and supplement the Gusto Terms of Service (the "Terms of Service"). | — | Removed |
| 19874 | In the event of a conflict between these Supplemental Terms and the Terms of Service, these Supplemental Terms control with respect to the EIN Application Service. | — | Removed |
| 19875 | Capitalized terms not defined here have the meanings given in the Terms of Service. 1. | — | Removed |
| 19876 | Service Description and Scope The EIN Application Service is a paid service through which Gusto facilitates the submission of an Application for Employer Identification Number (IRS Form SS-4) to the Internal Revenue Service ("IRS"). | — | Removed |
| 19877 | The EIN Application Service includes the collection of the information required by the IRS, submission of your application, and delivery of your assigned EIN upon receipt from the IRS. | — | Removed |
| 19878 | The EIN Application Service is an administrative filing service. | — | Removed |
| 19879 | It does not include tax advice, legal advice, entity formation, registered agent services, or any services beyond the submission of your EIN application. | — | Removed |
| 19880 | Gusto is not a law firm, and nothing in the EIN Application Service constitutes legal, tax, or financial advice. | — | Removed |
| 19881 | You should consult a qualified professional for advice specific to your situation. | — | Removed |
| 19882 | You are the applicant on your EIN application. | — | Removed |
| 19883 | Gusto facilitates the transmission of your self-directed application to the IRS but does not act as your third-party designee, representative, or agent before the IRS. | — | Removed |
| 19884 | You are responsible for responding to any IRS correspondence or inquiries regarding your application. | — | Removed |
| 19885 | Upon successful processing of your application, your EIN will be made available in your Gusto account. 2. | — | Removed |
| 19886 | Data Sharing and Privacy To process your EIN application, Gusto collects certain sensitive personal information, including your Social Security Number or Individual Taxpayer Identification Number ("SSN/TIN"), legal name, address, and other information required by the IRS on Form SS-4 (collectively, "EIN Application Data"). | — | Removed |
| 19887 | Gusto may share your EIN Application Data with third-party service providers engaged by Gusto solely to facilitate the submission and processing of your EIN application. | — | Removed |
| 19888 | Such providers are contractually obligated to use your EIN Application Data only for that purpose and are prohibited from disclosing or retaining it for any other purpose. | — | Removed |
| 19889 | Gusto will also transmit your EIN Application Data to the IRS as part of the application process. | — | Removed |
| 19890 | Your use of the EIN Application Service constitutes your express consent to the collection, use, and sharing of your EIN Application Data as described in this Section and in the Gusto Privacy Policy. 3. | — | Removed |
| 19891 | Payment The EIN Application Service is a one-time service available for the fee displayed at checkout. | — | Removed |
| 19892 | Payment is collected at the time of purchase through Stripe, our third-party payment processor. | — | Removed |
| 19893 | Your payment transaction is also subject to Stripe's terms, which are presented at checkout. | — | Removed |
| 19894 | Applicable taxes, if any, will be calculated and collected by Stripe as Merchant of Record. 4. | — | Removed |
| 19895 | Refund Policy The EIN Application Service fee is non-refundable. | — | Removed |
| 19896 | Upon completion of your purchase, your EIN application is submitted to the IRS for processing, and the filing service is considered complete. | — | Removed |
| 19897 | No refunds or credits will be issued for completed submissions. | — | Removed |
| 19898 | If Gusto fails to submit your application due to an error solely attributable to Gusto, Gusto will, at its option, resubmit the application at no additional cost or issue a refund of the service fee. | — | Removed |
| 19899 | This is your sole remedy for such a failure. 5. | — | Removed |
| 19900 | Customer Responsibility for Accuracy You represent and warrant that all information you provide in connection with the EIN Application Service, including all EIN Application Data, is true, accurate, complete, and current as of the date of submission. | — | Removed |
| 19901 | You are solely responsible for: (a) Ensuring that the information provided in your EIN application is correct and complete, including the identification of the responsible party as required by the IRS. | — | Removed |
| 19902 | (b) Reviewing any EIN confirmation or correspondence received from the IRS and promptly notifying Gusto of any errors or discrepancies. | — | Removed |
| 19903 | (c) Complying with all applicable IRS requirements, including the obligation to report changes to your responsible party or business information to the IRS within sixty (60) days using IRS Form 8822-B. | — | Removed |
| 19904 | Gusto has no liability for any consequences arising from inaccurate, incomplete, or outdated information you provide. 6. | — | Removed |
| 19905 | Limitation of Liability The EIN Application Service facilitates the submission of your EIN application to the IRS. | — | Removed |
| 19906 | Gusto does not guarantee that the IRS will approve your application, assign an EIN within any particular timeframe, or process your application without delay or error. | — | Removed |
| 19907 | You acknowledge that: (a) The IRS is solely responsible for reviewing, processing, and approving or rejecting EIN applications, and Gusto has no control over IRS processing times, systems, or decisions. | — | Removed |
| 19908 | (b) Gusto shall not be liable for any loss, damage, cost, or expense arising from or related to (i) the rejection, delay, or denial of your EIN application by the IRS, (ii) any IRS system outage, error, or unavailability, (iii) any inaccuracy in your EIN Application Data that you provided, or (iv) your inability to use an EIN for any intended purpose. | — | Removed |
| 19909 | (c) To the maximum extent permitted by applicable law, Gusto's total aggregate liability arising out of or related to the EIN Application Service shall not exceed the fees paid by you to Gusto for the EIN Application Service. 7. | — | Removed |
| 19910 | General These Supplemental Terms are governed by the same governing law and dispute resolution provisions set forth in the Terms of Service. | — | Removed |
| 19911 | If any provision of these Supplemental Terms is held unenforceable, the remaining provisions remain in full force and effect. | — | Removed |
| 19912 | Gusto may update these Supplemental Terms from time to time by posting revised terms. | — | Removed |
| 19913 | Your continued use of the EIN Application Service after any update constitutes acceptance of the revised terms. | — | Removed |
| 19914 | Effective April 15th 2026 to April 15th 2026 Download Table of Contents EIN Application Service Supplemental Terms Last Updated: April 15, 2026 These Supplemental Terms ("Supplemental Terms") govern your use of the EIN Application Service offered by Gusto, Inc. | — | Removed |
| 19915 | ("Gusto," "we," or "us") and supplement the Gusto Terms of Service (the "Terms of Service"). | — | Removed |
| 19916 | In the event of a conflict between these Supplemental Terms and the Terms of Service, these Supplemental Terms control with respect to the EIN Application Service. | — | Removed |
| 19917 | Capitalized terms not defined here have the meanings given in the Terms of Service. 1. | — | Removed |
| 19918 | Service Description and Scope The EIN Application Service is a paid service through which Gusto facilitates the submission of an Application for Employer Identification Number (IRS Form SS-4) to the Internal Revenue Service ("IRS"). | — | Removed |
| 19919 | The EIN Application Service includes the collection of the information required by the IRS, submission of your application, and delivery of your assigned EIN upon receipt from the IRS. | — | Removed |
| 19920 | The EIN Application Service is an administrative filing service. | — | Removed |
| 19921 | It does not include tax advice, legal advice, entity formation, registered agent services, or any services beyond the submission of your EIN application. | — | Removed |
| 19922 | Gusto is not a law firm, and nothing in the EIN Application Service constitutes legal, tax, or financial advice. | — | Removed |
| 19923 | You should consult a qualified professional for advice specific to your situation. | — | Removed |
| 19924 | You are the applicant on your EIN application. | — | Removed |
| 19925 | Gusto facilitates the transmission of your self-directed application to the IRS but does not act as your third-party designee, representative, or agent before the IRS. | — | Removed |
| 19926 | You are responsible for responding to any IRS correspondence or inquiries regarding your application. | — | Removed |
| 19927 | Upon successful processing of your application, your EIN will be made available in your Gusto account. 2. | — | Removed |
| 19928 | Data Sharing and Privacy To process your EIN application, Gusto collects certain sensitive personal information, including your Social Security Number or Individual Taxpayer Identification Number ("SSN/TIN"), legal name, address, and other information required by the IRS on Form SS-4 (collectively, "EIN Application Data"). | — | Removed |
| 19929 | Gusto may share your EIN Application Data with third-party service providers engaged by Gusto solely to facilitate the submission and processing of your EIN application. | — | Removed |
| 19930 | Such providers are contractually obligated to use your EIN Application Data only for that purpose and are prohibited from disclosing or retaining it for any other purpose. | — | Removed |
| 19931 | Gusto will also transmit your EIN Application Data to the IRS as part of the application process. | — | Removed |
| 19932 | Your use of the EIN Application Service constitutes your express consent to the collection, use, and sharing of your EIN Application Data as described in this Section and in the Gusto Privacy Policy. 3. | — | Removed |
| 19933 | Payment The EIN Application Service is a one-time service available for the fee displayed at checkout. | — | Removed |
| 19934 | Payment is collected at the time of purchase through Stripe, our third-party payment processor. | — | Removed |
| 19935 | Your payment transaction is also subject to Stripe's terms, which are presented at checkout. | — | Removed |
| 19936 | Applicable taxes, if any, will be calculated and collected by Stripe as Merchant of Record. 4. | — | Removed |
| 19937 | Refund Policy The EIN Application Service fee is non-refundable. | — | Removed |
| 19938 | Upon completion of your purchase, your EIN application is submitted to the IRS for processing, and the filing service is considered complete. | — | Removed |
| 19939 | No refunds or credits will be issued for completed submissions. | — | Removed |
| 19940 | If Gusto fails to submit your application due to an error solely attributable to Gusto, Gusto will, at its option, resubmit the application at no additional cost or issue a refund of the service fee. | — | Removed |
| 19941 | This is your sole remedy for such a failure. 5. | — | Removed |
| 19942 | Customer Responsibility for Accuracy You represent and warrant that all information you provide in connection with the EIN Application Service, including all EIN Application Data, is true, accurate, complete, and current as of the date of submission. | — | Removed |
| 19943 | You are solely responsible for: (a) Ensuring that the information provided in your EIN application is correct and complete, including the identification of the responsible party as required by the IRS. | — | Removed |
| 19944 | (b) Reviewing any EIN confirmation or correspondence received from the IRS and promptly notifying Gusto of any errors or discrepancies. | — | Removed |
| 19945 | (c) Complying with all applicable IRS requirements, including the obligation to report changes to your responsible party or business information to the IRS within sixty (60) days using IRS Form 8822-B. | — | Removed |
| 19946 | Gusto has no liability for any consequences arising from inaccurate, incomplete, or outdated information you provide. 6. | — | Removed |
| 19947 | Limitation of Liability The EIN Application Service facilitates the submission of your EIN application to the IRS. | — | Removed |
| 19948 | Gusto does not guarantee that the IRS will approve your application, assign an EIN within any particular timeframe, or process your application without delay or error. | — | Removed |
| 19949 | You acknowledge that: (a) The IRS is solely responsible for reviewing, processing, and approving or rejecting EIN applications, and Gusto has no control over IRS processing times, systems, or decisions. | — | Removed |
| 19950 | (b) Gusto shall not be liable for any loss, damage, cost, or expense arising from or related to (i) the rejection, delay, or denial of your EIN application by the IRS, (ii) any IRS system outage, error, or unavailability, (iii) any inaccuracy in your EIN Application Data that you provided, or (iv) your inability to use an EIN for any intended purpose. | — | Removed |
| 19951 | (c) To the maximum extent permitted by applicable law, Gusto's total aggregate liability arising out of or related to the EIN Application Service shall not exceed the fees paid by you to Gusto for the EIN Application Service. 7. | — | Removed |
| 19952 | General These Supplemental Terms are governed by the same governing law and dispute resolution provisions set forth in the Terms of Service. | — | Removed |
| 19953 | If any provision of these Supplemental Terms is held unenforceable, the remaining provisions remain in full force and effect. | — | Removed |
| 19954 | Gusto may update these Supplemental Terms from time to time by posting revised terms. | — | Removed |
| 19955 | Your continued use of the EIN Application Service after any update constitutes acceptance of the revised terms. | — | Removed |
| 19956 | Gusto Powered Practices Contest Official Rules Version Version 1.0 (Current) Effective April 15th 2026 Download Table of Contents Gusto Powered Practices Contest Official Rules NO PURCHASE NECESSARY TO ENTER OR TO WIN. | — | Removed |
| 19957 | A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. | — | Removed |
| 19958 | YOU MUST HAVE INTERNET ACCESS AND A VALID EMAIL ADDRESS TO PARTICIPATE. | — | Removed |
| 19959 | To enter this Contest (defined below), you (on behalf of yourself and your accounting firm as the case warrants) must agree to and abide by these rules ("Official Rules"). | — | Removed |
| 19960 | Participation constitutes entrant's full and unconditional agreement to the Official Rules and Sponsor's and Administrator's decisions and interpretations of the Official Rules (as well as those of judges), which are final and binding in all matters related to the Contest. | — | Removed |
| 19961 | To win a prize, an Eligible Firm must fulfill all requirements set forth herein. 1. | — | Removed |
| 19962 | Sponsor and Administrator. | — | Removed |
| 19963 | Gusto, Inc., 525 20th Street, San Francisco, CA 94107 2. | — | Removed |
| 19964 | Eligibility of Entrants. | — | Removed |
| 19965 | Subject to the additional restrictions below, the Gusto Powered Practices (the "Contest") is open to legal residents of the United States who own or are an authorized representative of an Eligible Firm (as defined below) located in the United States and who are (i) at least 18 years of age, (ii) operate or represent a firm incorporated for at least 12 months prior to submitting an entry into the Contest, (iii) own or represent an Eligible Firm, and (iv) have a bank account capable of accepting receipt of funds via ACH or similar. | — | Removed |
| 19966 | "Eligible Firm" is defined as an accounting or bookkeeping firm with principal operations in the United States that is either (a) an existing member of the Gusto Accountant Partner Program at the time of entry, or (b) a net new firm that successfully enrolls in the Gusto Accountant Partner Program prior to or concurrent with submission of their Contest entry. | — | Removed |
| 19967 | Entrants are under no obligation to purchase any additional services from Sponsor or affiliates of Sponsor beyond the free Gusto Accountant Partner Program enrollment in order to participate or win. | — | Removed |
| 19968 | For the avoidance of doubt, individual consumers, sole proprietors not operating as an accounting/bookkeeping firm, and businesses that are not accounting or bookkeeping firms are NOT eligible. | — | Removed |
| 19969 | Valid email account and Internet access (including a public-facing account on at least one eligible platform: LinkedIn, Instagram, X, or TikTok) are required. | — | Removed |
| 19970 | In addition, to be eligible, the Eligible Firm must (1) be in good standing with the jurisdiction under whose law it is incorporated/organized, (2) not be a party to any existing or pending litigation adverse to Sponsor, (3) not be engaged in any trade or business that is prohibited by applicable law or that, in Sponsor’s reasonable judgment, could expose Sponsor to reputational, legal, or regulatory risk, and (4) sign any additional forms reasonably required by Gusto. | — | Removed |
| 19971 | Moreover, and without limitation, employees, officers, and directors of Sponsor, Administrator, or supplying the prize (or any portion of the prize), and/or their respective parent companies, or subsidiary, affiliated and successor companies (collectively, the "Promotion Entities"), and the immediate family and household members of any of the foregoing individuals, are not eligible to enter a firm in the Contest. | — | Removed |
| 19972 | "Immediate family members" shall mean parents, legal guardians, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live. | — | Removed |
| 19973 | "Household members" shall mean people who share the same residence at least three (3) months a year, whether legally related or not. | — | Removed |
| 19974 | Potential Eligible Firm winners may be required to provide proof of eligibility in order to receive a prize. | — | Removed |
| 19975 | If an individual who submitted an entry in the Contest is not the owner of the corresponding Eligible Firm, such proof of eligibility will include written authorization from the Firm owner permitting such individual to enter the underlying Firm in the Contest. | — | Removed |
| 19976 | Void outside the Eligibility Area and where prohibited by law. | — | Removed |
| 19977 | Further, in order to be eligible, the Firm owner (whether or not he/she/they actually submitted the Contest Entry) as well as the Eligible Firm itself must not (a) commit or have committed any act which brings the Eligible Firm or Sponsor into public disrepute, contempt, scandal, or ridicule, or which reflects unfavorably upon the reputation of Sponsor; (b) take or have taken any action against Sponsor or make/made any statements in derogation of Sponsor and/or its products or services that are made known to the general public; or (c) be or have been charged with a felony or a crime of moral turpitude (collectively, "Unbecoming Conduct"). | — | Removed |
| 19978 | Sponsor reserves the right in its sole discretion to disqualify any potential winner if due diligence reveals ineligibility or Unbecoming Conduct. | — | Removed |
| 19979 | Gusto also reserves the right to disqualify a potential winner for any reason in Sponsor’s sole discretion. 3. | — | Removed |
| 19980 | Contest Entry Period. | — | Removed |
| 19981 | The Contest shall begin on April 16, 2026 (“Launch Date”) and shall end on May 16, 2026 at 11:59 p.m. Pacific Time ("PT") (the "Contest Entry Period"). | — | Removed |
| 19982 | Sponsor’s computer is the official clock for this Contest. | — | Removed |
| 19983 | Gusto has the right to terminate the Contest at any point in its discretion. 4. | — | Removed |
| 19984 | How to Enter. | — | Removed |
| 19985 | Entrants (as used herein, "Entrant" means, collectively, the authorized individual actually submitting the entry on behalf of an Eligible Firm — whether or not he/she/they is the Firm owner — together with the corresponding Eligible Firm, as the case warrants) may enter the Contest during the Contest Entry Period as follows. | — | Removed |
| 19986 | To enter, publish a post on any of the following platforms describing how your accounting firm uses artificial intelligence (AI) in your practice: LinkedIn Instagram TikTok X (formerly Twitter) Your post must include ALL of the following. | — | Removed |
| 19987 | Posts missing any required element will not be considered a valid Entry: The official campaign hashtag: #AccountingWithAI A tag of the official Gusto account on your chosen platform: LinkedIn: @GustoHQ — https://www.linkedin.com/company/gustohq Instagram: @gustoHQ — https://www.instagram.com/gustohq TikTok: @gusto — https://www.tiktok.com/@gusto X: @gustoHQ — https://x.com/gustohq A tag of your firm's own account on the same platform Accepted content formats: Video (preferred), static image, or written text post. | — | Removed |
| 19988 | No formal submission form is required — social posting constitutes your entry. | — | Removed |
| 19989 | Additional entry requirements: You must ensure that your account and/or firm page is set to public on the platform used for submission so that Gusto is able to see your post. | — | Removed |
| 19990 | You must be the owner or an authorized poster on behalf of an Eligible Firm located and incorporated in the United States. | — | Removed |
| 19991 | Only one (1) Entry per Eligible Firm will be considered during the Contest Entry Period. | — | Removed |
| 19992 | If multiple posts are submitted by the same Firm, Gusto will determine which post qualifies as the Entry in its sole discretion. | — | Removed |
| 19993 | Incomplete submissions will not be accepted. | — | Removed |
| 19994 | Use of automated or similar quick entry devices or programs, or entries by third parties, are prohibited and will result in disqualification. | — | Removed |
| 19995 | Sponsor and Administrator will not be responsible for late, lost, incomplete, or misdirected entries. | — | Removed |
| 19996 | Proof of submission does not constitute proof of receipt. | — | Removed |
| 19997 | All Entries must be submitted prior to the expiration of the Contest Entry Period. | — | Removed |
| 19998 | BY POSTING WITH THE REQUIRED HASHTAG (#AccountingWithAI) AND TAGGING THE OFFICIAL GUSTO ACCOUNT ON YOUR CHOSEN PLATFORM AS DETAILED HEREIN, YOU ARE SIGNIFYING THAT YOU AND THE CORRESPONDING ELIGIBLE FIRM AGREE TO THESE OFFICIAL RULES, MEET THE ELIGIBILITY REQUIREMENTS, AND HAVE READ AND AGREE TO THESE OFFICIAL RULES AND SPONSOR'S TERMS OF USE. | — | Removed |
| 19999 | FAILURE TO TAG THE OFFICIAL GUSTO ACCOUNT MEANS YOUR SUBMISSION CANNOT BE TRACKED AND YOUR FIRM WILL NOT BE ENTERED IN THE CONTEST AND WILL NOT BE ELIGIBLE TO WIN A PRIZE. 5. | — | Removed |
| 20000 | Entry Restrictions. | — | Removed |
| 20001 | By submitting an Entry, Entrant (on behalf of him/her/themselves and the corresponding Eligible Firm) gives permission to Gusto to utilize the Entries and warrants and represents that he/she/they has obtained all rights necessary to give such permission and grant the permissions referenced herein. | — | Removed |
| 20002 | By submitting an Entry, Entrant (on behalf of him/her/themselves and the corresponding Eligible Firm) grants Sponsor and its licensees, successors, assigns, and designees a royalty-free, irrevocable, perpetual, worldwide, sub-licensable, non-exclusive right and license (the "License") to use and otherwise exploit Entrant's Entry, including all text and materials included therein, in whole or in part, in any manner and on any media, including without limitation online, and to create derivative works based thereon, without compensation to Entrant or any Eligible Firm, in accordance with these Official Rules, as well as in advertising, promotion, and publicity of the Contest, Sponsor's products and services, and otherwise as solely determined by Sponsor. | — | Removed |
| 20003 | Any elements appearing in your entry must be entirely original, created by you, be in the public domain, or be an item to which you have the ability to grant Gusto a license. | — | Removed |
| 20004 | Use of materials that are not original to you or that you have no right to license may result in disqualification. | — | Removed |
| 20005 | Entries that do not conform to or that violate these Official Rules will be disqualified. | — | Removed |
| 20006 | Sponsor reserves the right to disqualify any entry that violates the foregoing restrictions, as determined by Sponsor in its sole discretion. 6. | — | Removed |
| 20007 | Content Guidelines. | — | Removed |
| 20008 | In addition to complying with all other requirements of these Official Rules, each Entry must comply with the following content guidelines ("Content Guidelines"). | — | Removed |
| 20009 | Any Entry that Sponsor/Administrator, in their sole discretion, determines is in violation of any Content Guideline may be disqualified. | — | Removed |
| 20010 | Each Entry: Must be truthful, not exaggerated, and must not include any information that is confidential or proprietary to the Eligible Firm or any third party without proper authorization; Must be relevant to how the Eligible Firm uses artificial intelligence in its accounting or bookkeeping practice; Must not contain unauthorized content that violates or infringes any third-party rights, including privacy, publicity, trade secret, copyright, or trademark rights; Must not disparage any individual or entity, including Sponsor, Administrator, any other person or entity affiliated with the Contest, or competitive products or services; Must not contain content that is misleading, inappropriate, indecent, obscene, sexually explicit, hateful, tortious, defamatory, slanderous, or libelous; Must not contain explicit language, images of violence, promotion of illegal activities, tobacco, alcohol, drugs, or controlled substances; Must not reflect, advocate, or promote bigotry, racism, hatred, harm, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age; Must not contain content that is unlawful or contrary to any applicable federal or state laws or regulations; Must not have been previously submitted in a promotion of any kind or published publicly for commercial use prior to the Contest Entry Period; There must be no inappropriate language or images. | — | Removed |
| 20011 | All submissions should be appropriate for a professional business audience. 7. | — | Removed |
| 20012 | Contest Judging. | — | Removed |
| 20013 | Judging will take place from on or about May 17, 2026 through on or about May 31, 2026 (the “Judging Period”). | — | Removed |
| 20014 | Each eligible Entry will be reviewed and judged by one (1) or more panels of judges selected by Sponsor (the "Judges"). | — | Removed |
| 20015 | Entries will be evaluated within six (6) award categories: Industry Transformation Client Experience Community Building Operational Efficiency Growth & Scale Innovation Pioneer One (1) winner will be selected per category for a total of six (6) winners. | — | Removed |
| 20016 | Each Entry will be assigned to the category that best reflects its content, as determined by Sponsor in its sole discretion. | — | Removed |
| 20017 | If a potential winner is deemed ineligible or disqualified, the eligible Entry with the next highest score in the relevant category will be declared the new potential winner. | — | Removed |
| 20018 | Should all Entries in a category be deemed ineligible, Sponsor may in its sole discretion elect not to award a prize in that category. | — | Removed |
| 20019 | Judging Criteria. | — | Removed |
| 20020 | Each eligible Contest Entry will be evaluated by the Judges across the following five (5) equally weighted criteria, each scored on a scale of 1–10, for a maximum total score of 50 points: Criterion 1 — Category Fit (1–10 points): How well does the entry exemplify the category the Entrant selected? | — | Removed |
| 20021 | (9–10: Perfect match; 7–8: Strong fit; 5–6: Could belong elsewhere; 3–4: Weak fit; 1–2: Wrong category) Criterion 2 — Creativity (1–10 points): How novel or inventive is the approach to using AI? | — | Removed |
| 20022 | (9–10: Genuinely novel; 7–8: Creative twist on existing tools; 5–6: Solid but standard execution; 3–4: Generic approach; 1–2: Appears copied or unoriginal) Criterion 3 — Scalability (1–10 points): Could other accounting firms realistically adopt this approach? | — | Removed |
| 20023 | (9–10: Any firm could do this; 7–8: Most firms could adopt it; 5–6: Requires specific tools; 3–4: Needs significant resources; 1–2: Only works for this specific firm) Criterion 4 — Impact Clarity (1–10 points): Does the Entrant demonstrate concrete, measurable results? | — | Removed |
| 20024 | (9–10: Specific metrics provided; 7–8: Clear outcomes described; 5–6: Vague benefits mentioned; 3–4: Claims without supporting evidence; 1–2: No results mentioned) Criterion 5 — Storytelling (1–10 points): Is the post itself compelling and well-communicated? | — | Removed |
| 20025 | (9–10: Would share unprompted; 7–8: Engaging and memorable; 5–6: Informative but dry; 3–4: Hard to follow; 1–2: Confusing or unclear) Maximum Total Score: 50 points JUDGES' SCORING WILL BE AVERAGED AMONG PARTICIPATING JUDGES. | — | Removed |
| 20026 | NO ENTRANT RECEIVING A TOTAL AVERAGE SCORE OF LESS THAN 35 POINTS (OUT OF A MAXIMUM OF 50 POINTS) WILL BE ELIGIBLE TO BE NAMED A FINALIST OR WIN THE CONTEST. | — | Removed |
| 20027 | Sponsor's decisions in all matters relating to this Contest will be final and binding. | — | Removed |
| 20028 | If there is a tie, Sponsor shall cast the tie-breaking vote. 8. | — | Removed |
| 20029 | Prize Winner Notification. | — | Removed |
| 20030 | Potential winners will be notified by Sponsor via direct message on the platform through which they submitted their Entry and/or the email address associated with their Gusto Accountant Partner Program account on or around June 1, 2026, following the close of the Judging Period. | — | Removed |
| 20031 | Potential winners will be required to respond to Sponsor within forty-eight (48) hours of notification, verifying eligibility and willingness to accept the Award. | — | Removed |
| 20032 | Failure to respond within forty-eight (48) hours or comply in any way with the stated requirements may result in forfeiture of the Award Prize at the sole discretion of Sponsor. | — | Removed |
| 20033 | Upon confirmation, Sponsor will send the potential winner a congratulatory package including an Affidavit of Eligibility/Release of Liability and Publicity Release form (the "Affidavit/Release"). | — | Removed |
| 20034 | The potential winner must execute and return the Affidavit/Release within five (5) business days of receipt. | — | Removed |
| 20035 | In addition, the potential winner will need to complete and return a completed IRS Form W-9 with their Taxpayer Identification Number within five (5) business days of receipt. | — | Removed |
| 20036 | Failure to return the Affidavit/Release and IRS Form W-9 correctly completed within the required timeframe may result in forfeiture of the prize at Sponsor's sole discretion. | — | Removed |
| 20037 | If a potential winner cannot be reached, is found ineligible, or any notification is returned as undeliverable, the Entry that received the next highest score in the relevant category will be deemed the new potential winner, subject to eligibility verification. 9. | — | Removed |
| 20038 | Prizes and Approximate Retail Values (ARV). | — | Removed |
| 20039 | Category Prize (6 prizes, one per category): $5,000 USD + a Gumloop license per winner , two-month term (approximate retail value: $1,356 USD) , awarded as a single payout. | — | Removed |
| 20040 | Categories: Industry Transformation — $5,000 Client Experience — $5,000 Community Building — $5,000 Operational Efficiency — $5,000 Growth & Scale — $5,000 Innovation Pioneer — $5,000 Total prize pool: $30,000 USD + six Gumloop licenses (one per winner). | — | Removed |
| 20041 | Note: All federal, state, and local taxes are the sole responsibility of winners. | — | Removed |
| 20042 | Winners will be required to provide a W-9 for tax reporting purposes. | — | Removed |
| 20043 | An IRS Form 1099 may be issued in the name of the winning Eligible Firm for the actual value of the prize received. | — | Removed |
| 20044 | By accepting a prize, the Entrant agrees (i) that winner is responsible for all federal, state, and local income tax liability on the prize received; and (ii) to release and hold harmless Sponsor and affiliates from any and all disputes, claims, or causes of action, including personal injury, death, or damage to property, arising out of participation in the Contest or receipt or use of any prize. | — | Removed |
| 20045 | Acceptance of the prize constitutes permission (except where prohibited) for Sponsor and its designees to use winner's name, firm name, Contest Entry, likeness, biography, statements, and other personal or business characteristics in any and all media now or hereafter known, for any purpose including marketing, winner's list, promotional, and publicity purposes, without additional compensation. | — | Removed |
| 20046 | LIMIT: ONE (1) PRIZE PER ELIGIBLE FIRM. | — | Removed |
| 20047 | Any costs and incidentals not specified herein are the winner's sole responsibility. | — | Removed |
| 20048 | No substitution or transfer of prize by winner except with Sponsor's written permission. | — | Removed |
| 20049 | Sponsor reserves the right to substitute a prize of equal or greater value if a prize becomes unavailable. | — | Removed |
| 20050 | Unclaimed prizes will be forfeited. 10. | — | Removed |
| 20051 | General. | — | Removed |
| 20052 | In the event Sponsor is prevented from continuing with the Contest by any event beyond its control, including but not limited to fire, flood, epidemic, pandemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any federal, state, or local government law, order, or regulation (each, a "Force Majeure" event), Sponsor shall have the right to modify, suspend, or terminate the Contest. | — | Removed |
| 20053 | This Contest is subject to all applicable federal, state, and local laws and regulations. | — | Removed |
| 20054 | Void where prohibited. | — | Removed |
| 20055 | Sponsor's failure to enforce any provision of these Official Rules shall not constitute a waiver of that provision. 11. | — | Removed |
| 20056 | Platform Non-Affiliation. | — | Removed |
| 20057 | This Contest is in no way sponsored, endorsed, or administered by, or associated with, LinkedIn Corporation, Meta Platforms, Inc. | — | Removed |
| 20058 | (including Instagram), X Corp., or TikTok Inc. | — | Removed |
| 20059 | (collectively, “Social Media Platforms”). | — | Removed |
| 20060 | Entrants understand that they are providing information to Sponsor and not to any Social Media Platform. | — | Removed |
| 20061 | By participating in this Contest via any Social Media Platform, entrants agree to release each applicable Social Media Platform from any and all claims, demands, and damages (actual and consequential) arising out of or related to this Contest. | — | Removed |
| 20062 | Any questions or comments regarding the Contest must be directed to Sponsor, not to the Social Media Platforms. 12. | — | Removed |
| 20063 | Privacy. | — | Removed |
| 20064 | Information collected from Entrants in connection with this Contest is subject to Gusto’s Privacy Notice, available at https://gusto.com/privacy. | — | Removed |
| 20065 | By entering the Contest, each Entrant acknowledges and agrees to the collection, use, and processing of their personal information as described therein. 13. | — | Removed |
| 20066 | Winners List. | — | Removed |
| 20067 | To request a list of contest winners, send a written request by mail to: Gusto, Inc., 525 20th Street, San Francisco, CA 94107, Attn: Gusto Powered Practices Contest — Winners List. | — | Removed |
| 20068 | Requests must be received within sixty (60) days after the close of the Judging Period. 14. | — | Removed |
| 20069 | Governing Law and Dispute Resolution. | — | Removed |
| 20070 | These Official Rules and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. | — | Removed |
| 20071 | Any dispute, claim, or controversy arising out of or relating to this Contest or these Official Rules that cannot be resolved informally shall be submitted exclusively to the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the personal jurisdiction and venue of such courts. | — | Removed |
| 20072 | TO THE FULLEST EXTENT PERMITTED BY LAW, ENTRANT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE PROCEEDING RELATING TO THIS CONTEST OR THESE OFFICIAL RULES. | — | Removed |
| 20073 | Sponsor: Gusto, Inc., 525 20th Street, San Francisco, CA 94107 Official Hashtag: #AccountingWithAI LinkedIn: @GustoHQ — https://www.linkedin.com/company/gustohq Instagram: @gustoHQ — https://www.instagram.com/gustohq TikTok: @gusto — https://www.tiktok.com/@gusto X: @gustoHQ — https://x.com/gustohq Questions: Contact Gusto via the Accountant Partner Program portal. | — | Removed |
| 20074 | 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. | — | Removed |
| 20075 | (" Gusto ") will provide Employers access to the Gusto Business Compliance Service (" GBC Service ") via the Gusto Platform. | — | Removed |
| 20076 | 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. | — | Removed |
| 20077 | The GBC Terms are "Additional Terms" as defined in the Employer Terms. | — | Removed |
| 20078 | Capitalized terms not defined here have the meanings given in the Employer Terms. | — | Removed |
| 20079 | 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. | — | Removed |
| 20080 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 20081 | 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. | — | Removed |
| 20082 | The GBC Service includes the following components: State Tax Registration . | — | Removed |
| 20083 | 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. | — | Removed |
| 20084 | Foreign Qualification . | — | Removed |
| 20085 | 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. | — | Removed |
| 20086 | Registered Agent Services . | — | Removed |
| 20087 | Designation and maintenance of a registered agent for your business in applicable states, provided through a qualified third-party registered agent vendor. | — | Removed |
| 20088 | See Section 4 for additional terms. | — | Removed |
| 20089 | Annual Report Filing . | — | Removed |
| 20090 | 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. | — | Removed |
| 20091 | Government Mail Monitoring . | — | Removed |
| 20092 | 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. | — | Removed |
| 20093 | See Section 5 for additional terms. | — | Removed |
| 20094 | Compliance Alerts . | — | Removed |
| 20095 | Monitoring and notification of upcoming compliance deadlines, filing requirements, and regulatory changes applicable to your business based on information you provide to Gusto. | — | Removed |
| 20096 | Compliance Concierge. | — | Removed |
| 20097 | Access to a Gusto compliance team member ("Concierge") to assist you with the GBC Service. | — | Removed |
| 20098 | Concierge services are limited to operational support, including filing status updates, scheduling, form completion guidance, document transmission, and platform navigation. | — | Removed |
| 20099 | The Concierge does not provide legal, tax, or regulatory advice. | — | Removed |
| 20100 | 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. | — | Removed |
| 20101 | You are solely responsible for ensuring your business complies with all applicable laws and regulations, including obligations not addressed by the GBC Service. 2. | — | Removed |
| 20102 | Filing Agent Authorization By enrolling in the GBC Service, you authorize Gusto to act as your filing agent for purposes of the GBC Service. | — | Removed |
| 20103 | 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. | — | Removed |
| 20104 | Gusto acts as your filing agent in an administrative capacity only. | — | Removed |
| 20105 | 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. | — | Removed |
| 20106 | 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. | — | Removed |
| 20107 | Document Preparation Gusto provides tools and assistance to help you generate and submit filings through the GBC Service. | — | Removed |
| 20108 | 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. | — | Removed |
| 20109 | 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. | — | Removed |
| 20110 | Gusto may, but is not obligated to, review filings before submission for quality assurance purposes. | — | Removed |
| 20111 | 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. | — | Removed |
| 20112 | 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. | — | Removed |
| 20113 | Your registered agent of record in applicable states will be the RA Vendor, not Gusto directly. | — | Removed |
| 20114 | 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. | — | Removed |
| 20115 | 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. | — | Removed |
| 20116 | 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. | — | Removed |
| 20117 | 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. | — | Removed |
| 20118 | You are responsible for reviewing all mail made available to you through the GBC Service and for taking any action required by that mail. | — | Removed |
| 20119 | Gusto is not responsible for taking action on that mail unless Gusto has specifically agreed to do so as part of the GBC Service. | — | Removed |
| 20120 | 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. | — | Removed |
| 20121 | 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. | — | Removed |
| 20122 | 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. | — | Removed |
| 20123 | 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. | — | Removed |
| 20124 | 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. | — | Removed |
| 20125 | 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"). | — | Removed |
| 20126 | Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto's reasonable control. | — | Removed |
| 20127 | If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error. | — | Removed |
| 20128 | 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. | — | Removed |
| 20129 | 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. | — | Removed |
| 20130 | 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. | — | Removed |
| 20131 | 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. | — | Removed |
| 20132 | Your GBC Service Fee will be invoiced approximately ninety (90) days after your Enrollment Date. | — | Removed |
| 20133 | 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"). | — | Removed |
| 20134 | Filing Fees are not set by Gusto and are subject to change by the applicable government authority. | — | Removed |
| 20135 | Gusto will notify you of applicable Filing Fees before they are incurred to the extent known to Gusto at the time of filing. | — | Removed |
| 20136 | Where Gusto pays Filing Fees on your behalf, those amounts will be invoiced to you. 9. | — | Removed |
| 20137 | 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"). | — | Removed |
| 20138 | 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. | — | Removed |
| 20139 | You may cancel the GBC Service at any time from within your Gusto account. | — | Removed |
| 20140 | 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. | — | Removed |
| 20141 | Upon any termination, cancellation, or non-renewal of the GBC Service, Gusto will use commercially reasonable efforts to complete any filings then in process. | — | Removed |
| 20142 | You are responsible for any filings that have not yet been initiated, and Gusto will have no obligation to commence such filings. | — | Removed |
| 20143 | 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. | — | Removed |
| 20144 | Gusto is not responsible for any government mail or actions required after the effective date of termination or cancellation. | — | Removed |
| 20145 | Sections that by their nature should survive termination will survive, including provisions relating to fees, disclaimers, limitations of liability, and general provisions. 10. | — | Removed |
| 20146 | Disclaimers THE WARRANTY DISCLAIMERS IN SECTION 20 OF THE EMPLOYER TERMS APPLY IN FULL TO THE GBC SERVICE. | — | Removed |
| 20147 | IN ADDITION TO THOSE DISCLAIMERS: GUSTO DOES NOT WARRANT THAT THE GBC SERVICE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE. | — | Removed |
| 20148 | 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. | — | Removed |
| 20149 | 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. | — | Removed |
| 20150 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 11. | — | Removed |
| 20151 | 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. | — | Removed |
| 20152 | 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. | — | Removed |
| 20153 | 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. | — | Removed |
| 20154 | 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. | — | Removed |
| 20155 | Gusto will provide notice of material modifications by posting the updated GBC Terms on the Gusto website, by email, or through the Gusto Platform. | — | Removed |
| 20156 | Your continued use of the GBC Service after the effective date of any modification constitutes acceptance of the modified GBC Terms. | — | Removed |
| 20157 | 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. | — | Removed |
| 20158 | 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. | — | Removed |
| 20159 | (" Gusto ") will provide Employers access to the Gusto Business Compliance Service (" GBC Service ") via the Gusto Platform. | — | Removed |
| 20160 | 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. | — | Removed |
| 20161 | The GBC Terms are "Additional Terms" as defined in the Employer Terms. | — | Removed |
| 20162 | Capitalized terms not defined here have the meanings given in the Employer Terms. | — | Removed |
| 20163 | 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. | — | Removed |
| 20164 | THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1. | — | Removed |
| 20165 | 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. | — | Removed |
| 20166 | The GBC Service includes the following components: State Tax Registration . | — | Removed |
| 20167 | 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. | — | Removed |
| 20168 | Foreign Qualification . | — | Removed |
| 20169 | 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. | — | Removed |
| 20170 | Registered Agent Services . | — | Removed |
| 20171 | Designation and maintenance of a registered agent for your business in applicable states, provided through a qualified third-party registered agent vendor. | — | Removed |
| 20172 | See Section 4 for additional terms. | — | Removed |
| 20173 | Annual Report Filing . | — | Removed |
| 20174 | 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. | — | Removed |
| 20175 | Government Mail Monitoring . | — | Removed |
| 20176 | 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. | — | Removed |
| 20177 | See Section 5 for additional terms. | — | Removed |
| 20178 | Compliance Alerts . | — | Removed |
| 20179 | Monitoring and notification of upcoming compliance deadlines, filing requirements, and regulatory changes applicable to your business based on information you provide to Gusto. | — | Removed |
| 20180 | Compliance Concierge. | — | Removed |
| 20181 | Access to a Gusto compliance team member ("Concierge") to assist you with the GBC Service. | — | Removed |
| 20182 | Concierge services are limited to operational support, including filing status updates, scheduling, form completion guidance, document transmission, and platform navigation. | — | Removed |
| 20183 | The Concierge does not provide legal, tax, or regulatory advice. | — | Removed |
| 20184 | 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. | — | Removed |
| 20185 | You are solely responsible for ensuring your business complies with all applicable laws and regulations, including obligations not addressed by the GBC Service. 2. | — | Removed |
| 20186 | Filing Agent Authorization By enrolling in the GBC Service, you authorize Gusto to act as your filing agent for purposes of the GBC Service. | — | Removed |
| 20187 | 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. | — | Removed |
| 20188 | Gusto acts as your filing agent in an administrative capacity only. | — | Removed |
| 20189 | 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. | — | Removed |
| 20190 | 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. | — | Removed |
| 20191 | Document Preparation Gusto provides tools and assistance to help you generate and submit filings through the GBC Service. | — | Removed |
| 20192 | 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. | — | Removed |
| 20193 | 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. | — | Removed |
| 20194 | Gusto may, but is not obligated to, review filings before submission for quality assurance purposes. | — | Removed |
| 20195 | 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. | — | Removed |
| 20196 | 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. | — | Removed |
| 20197 | Your registered agent of record in applicable states will be the RA Vendor, not Gusto directly. | — | Removed |
| 20198 | 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. | — | Removed |
| 20199 | 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. | — | Removed |
| 20200 | 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. | — | Removed |
| 20201 | 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. | — | Removed |
| 20202 | You are responsible for reviewing all mail made available to you through the GBC Service and for taking any action required by that mail. | — | Removed |
| 20203 | Gusto is not responsible for taking action on that mail unless Gusto has specifically agreed to do so as part of the GBC Service. | — | Removed |
| 20204 | 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. | — | Removed |
| 20205 | 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. | — | Removed |
| 20206 | 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. | — | Removed |
| 20207 | 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. | — | Removed |
| 20208 | 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. | — | Removed |
| 20209 | 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"). | — | Removed |
| 20210 | Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto's reasonable control. | — | Removed |
| 20211 | If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error. | — | Removed |
| 20212 | 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. | — | Removed |
| 20213 | 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. | — | Removed |
| 20214 | 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. | — | Removed |
| 20215 | 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. | — | Removed |
| 20216 | Your GBC Service Fee will be invoiced approximately ninety (90) days after your Enrollment Date. | — | Removed |
| 20217 | 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"). | — | Removed |
| 20218 | Filing Fees are not set by Gusto and are subject to change by the applicable government authority. | — | Removed |
| 20219 | Gusto will notify you of applicable Filing Fees before they are incurred to the extent known to Gusto at the time of filing. | — | Removed |
| 20220 | Where Gusto pays Filing Fees on your behalf, those amounts will be invoiced to you. 9. | — | Removed |
| 20221 | 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"). | — | Removed |
| 20222 | 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. | — | Removed |
| 20223 | You may cancel the GBC Service at any time from within your Gusto account. | — | Removed |
| 20224 | 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. | — | Removed |
| 20225 | Upon any termination, cancellation, or non-renewal of the GBC Service, Gusto will use commercially reasonable efforts to complete any filings then in process. | — | Removed |
| 20226 | You are responsible for any filings that have not yet been initiated, and Gusto will have no obligation to commence such filings. | — | Removed |
| 20227 | 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. | — | Removed |
| 20228 | Gusto is not responsible for any government mail or actions required after the effective date of termination or cancellation. | — | Removed |
| 20229 | Sections that by their nature should survive termination will survive, including provisions relating to fees, disclaimers, limitations of liability, and general provisions. 10. | — | Removed |
| 20230 | Disclaimers THE WARRANTY DISCLAIMERS IN SECTION 20 OF THE EMPLOYER TERMS APPLY IN FULL TO THE GBC SERVICE. | — | Removed |
| 20231 | IN ADDITION TO THOSE DISCLAIMERS: GUSTO DOES NOT WARRANT THAT THE GBC SERVICE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE. | — | Removed |
| 20232 | 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. | — | Removed |
| 20233 | 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. | — | Removed |
| 20234 | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 11. | — | Removed |
| 20235 | 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. | — | Removed |
| 20236 | 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. | — | Removed |
| 20237 | 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. | — | Removed |
| 20238 | 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. | — | Removed |
| 20239 | Gusto will provide notice of material modifications by posting the updated GBC Terms on the Gusto website, by email, or through the Gusto Platform. | — | Removed |
| 20240 | Your continued use of the GBC Service after the effective date of any modification constitutes acceptance of the modified GBC Terms. | — | Removed |
| 20241 | 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. | — | Removed |
| 20242 | 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). | — | Removed |
| 20243 | Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable. | — | Removed |
| 20244 | 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. | — | Removed |
| 20245 | As used in these Promotion Terms, "you" and "your" both refer to the participating Accountant Partner (as defined in the Accountant Program Terms). | — | Removed |
| 20246 | By submitting the Firm Growth Agents form, you agree to be bound by these Promotion Terms. | — | Removed |
| 20247 | 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. | — | Removed |
| 20248 | Promotion Gusto is sponsoring forty (40) free licenses to Gumloop's suite of AI-powered Firm Growth Agents (the " Promotion "). | — | Removed |
| 20249 | 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 "). | — | Removed |
| 20250 | 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 "). | — | Removed |
| 20251 | Licenses are available on a first-come, first-served basis. | — | Removed |
| 20252 | Only forty (40) licenses are available in total. | — | Removed |
| 20253 | Submitting the form does not guarantee access — availability is determined by the order in which complete, valid submissions are received. | — | Removed |
| 20254 | Once all forty (40) licenses have been claimed, the Promotion will close. | — | Removed |
| 20255 | 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. | — | Removed |
| 20256 | Limit: one (1) license per Accountant Partner firm. | — | Removed |
| 20257 | 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. | — | Removed |
| 20258 | Gusto is not responsible for any charges, fees, or obligations arising from your continued use of Gumloop's services after the Free Period. | — | Removed |
| 20259 | Third-Party Service; Data Sharing The Firm Growth Agents tools are provided by Gumloop, not Gusto. | — | Removed |
| 20260 | 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 ). | — | Removed |
| 20261 | 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. | — | Removed |
| 20262 | 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. | — | Removed |
| 20263 | GUSTO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROMOTION WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). | — | Removed |
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