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Why Gusto
Products
Products Features
Payroll

Automated deductions, direct deposit and tax filing

Time and attendance

Time tracking and time-off requests

Workers’ comp

Protect you and your team if an injury or illness happens

Employee benefits

Health benefits, automatic savings, 401(k)s, and more

Hiring and onboarding

Offer letters, checklists, software setup, and more

Integrations

Connect Gusto with your favorite tools and software

HR

Hiring, onboarding, talent management, and compliance

Talent management

Performance reviews and development

Compare

Learn how Gusto stacks up against other payroll providers

Insights and reporting

Data-backed guidance and reports

FAQs

Get answers to common questions about products and features

Solutions
Business size Business type By industry
One employee

Pay yourself and manage your finances with Gusto payroll

New businesses and startups

Simple, automated payroll for your new business venture

Small business

Software to help you pay your team, file payroll taxes, and more

Switching providers

Transfer your payroll, benefits, and HR from another provider

Mid-size businesses

All-in-one payroll, benefits and HR for scaling businesses

Remote and global teams

Register nationwide, pay global contractors, hire remotely

Contractors-only

Onboard and pay your contractors with ease

Real Estate
Professional services
Healthcare
Dentists
Retail
Manufacturing
Construction
View more industries

Discover Gusto payroll and HR solutions. 

Explore all solutions →
Accountants
Become a partner

Grow your accounting or bookkeeping practice

Partner community

Connect, share, and learn with your peers

Gusto Pro dashboard

Save time with Gusto’s modern accounting dashboard

Professional development

Uplevel your career with free training and resources

Accountant blog

Helpful tips, tactics, and customer stories

Resources

Research, guides, and webinars to grow your firm and career

Resources
Company Resources Support
About Gusto

Gusto helps businesses take care of their hardworking teams

Talk Shop blog

Expert articles and answers to all your questions

Help Center

Answers and step-by-step instructions for using Gusto

Company news

Read the latest news and upcoming product updates

Tools and calculators

Tax calculations and business tools

Support — Log in

Connect with our support team through your Gusto account

Careers — We’re hiring!

Our team is growing, come join us on the journey

Pay Insights

Compensation insights for your business using Gusto's real-time payroll data

Gusto Embedded Payroll

APIs for building payroll into your platform

Data and research

Insights about the economy and work from our research team

For Developers
Gusto Embedded Payroll

APIs for building payroll into your own platform

Build with Gusto

App APIs to help customers sync and share data between your product and Gusto

Developer resources

Documentation and developer guides

Pricing


See demo
How it works Create account



Why Gusto



Products

Products Payroll

Automated deductions, direct deposit and tax filing

Features Time and attendance

Time tracking and time-off requests

Workers’ comp

Protect you and your team if an injury or illness happens

Employee benefits

Health benefits, automatic savings, 401(k)s, and more

Hiring and onboarding

Offer letters, checklists, software setup, and more

Integrations

Connect Gusto with your favorite tools and software

HR

Hiring, onboarding, talent management, and compliance

Talent management

Performance reviews and development

Compare

Learn how Gusto stacks up against other payroll providers

Insights and reporting

Data-backed guidance and reports

FAQs

Get answers to common questions about products and features

Solutions

Business size One employee

Pay yourself and manage your finances with Gusto payroll

Business type New businesses and startups

Simple, automated payroll for your new business venture

Small business

Software to help you pay your team, file payroll taxes, and more

Switching providers

Transfer your payroll, benefits, and HR from another provider

Mid-size businesses

All-in-one payroll, benefits and HR for scaling businesses

Remote and global teams

Register nationwide, pay global contractors, hire remotely

Contractors-only

Onboard and pay your contractors with ease

INDUSTRY
Real Estate
Professional services
Healthcare
Dentists
Retail
Manufacturing
Construction
View more industries
Explore all solutions →

Accountants

Become a partner

Grow your accounting or bookkeeping practice

Partner community

Connect, share, and learn with your peers

Gusto Pro dashboard

Save time with Gusto’s modern accounting dashboard

Professional development

Uplevel your career with free training and resources

Accountant blog

Helpful tips, tactics, and customer stories

Resources

Research, guides, and webinars to grow your firm and career

Resources

Company About Gusto

Gusto helps businesses take care of their hardworking teams

Resources Talk Shop blog

Expert articles and answers to all your questions

Support Help Center

Answers and step-by-step instructions for using Gusto

Company news

Read the latest news and upcoming product updates

Tools and calculators

Tax calculations and business tools

Support — Log in

Connect with our support team through your Gusto account

Careers — We’re hiring!

Our team is growing, come join us on the journey

Pay Insights

Compensation insights for your business using Gusto's real-time payroll data

Gusto Embedded Payroll

APIs for building payroll into your platform

Data and research

Insights about the economy and work from our research team

Pricing


Create account Sign in



Gusto


TERMS

ALL CONTRACTS

 * Employer Terms of Service
 * Members Terms of Service
 * Accountant Program Terms of Service
 * Privacy Policy
 * Gusto Cookie Policy
 * 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
 * Gusto Terms of Service (2017)
 * Payroll Service Terms (2017)
 * Accountant Program Terms of Service (2017)
 * Partner Program FAQ: Terms Updates
 * Arbitration Opt-Out Notice
 * Developer Terms of Service


EMPLOYER TERMS OF SERVICE

Version Version 8.0  (Current) Version 7.0 Version 6.0 Version 5.0 Version 4.0
Version 3.0 Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 2024

Download

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TABLE OF CONTENTS

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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. Your continued use
of our products and services after March 22, 2024 will constitute your
acceptance of these updates. To review the outgoing terms, please click here.

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.
EMPLOYER UNDERSTANDS THAT: (1) EMPLOYER WILL ONLY BE PERMITTED TO PURSUE CLAIMS
AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) EMPLOYER WAIVES
THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF
LAW AND HAVE A JURY TRIAL OF EMPLOYER’S CLAIMS.

These Gusto Employer Terms of Service (“Employer Terms” or “Terms”) form part of
the binding contract between Employer (as defined below) and Gusto, Inc. and its
subsidiaries and affiliates (collectively, “Gusto”, “us”, “we” or “our”). These
Terms contain the terms and conditions that govern the use of Gusto’s people
platform, including our applications, websites, software, and support services
(the “Platform”) through which we offer products and services (“Services”) to
end users directly or through a third party program. The Platform and Services
are only available to users who are authorized to form legally binding contracts
under applicable laws in the jurisdictions in which the Platform and Services
are offered or made available.

"Employer" is the organization, company, or business entity that you represent
in accepting this Agreement. For example, if you are accepting this Agreement in
connection with creating a new Gusto account for and on behalf of your limited
liability company, your limited liability company is the Employer. If you are
using the Gusto Platform as a representative of Employer and Administrator for
Employer’s Account (each term as further defined below) your use of the Platform
is subject to this Agreement.

In contrast, if you are Employer's employee, contractor, or other type of member
of Employer’s business, and Employer has invited you to create an account in
order to view your paystubs, enroll in benefits, or access other Services
enabled by Employer, you are a "Member" and the Members Terms of Service govern
your access to and use of the Platform and Services in your individual capacity.

If you are an accountant or bookkeeper using Gusto Pro and/or are managing your
client’s or customer’s use of the Platform or Services, this Agreement and the
Gusto Accountant Terms of Service govern your access to and use of the Platform
and Services on behalf of your clients or customers (each an Employer).

Individual Services and Gusto policies, promotions, and other offerings made
available to Employer, Accountant, or to Member directly are or may be subject
to additional terms (“Additional Terms”) as listed on www.gusto.com/legal/terms.
Any applicable Additional Terms are incorporated into and made part of this
Agreement. To the extent any Additional Terms conflict with these Employer
Terms, the Additional Terms will control with respect to the applicable subject
matter.

By accessing or using the Platform, including any Services, Employer agrees to
be bound by these Terms, any Additional Terms specific to Services that Employer
accesses or uses, and our Acceptable Use Policy (collectively, this
“Agreement”). If you are accepting this Agreement on behalf of Employer (e.g. in
your capacity as agent or authorized representative of Employer), you represent
that you have the authority to bind Employer to this Agreement and that Employer
accepts this Agreement.

1. EMPLOYER ACCOUNTS AND ADMINISTRATORS

Employer must create an account in order to use the Services (“Employer
Account”). The Employer Account is affiliated with and owned by the Employer and
contains information relating to the Employer (e.g., payroll information or
business expenses). Employer must authorize at least one employee or third party
representative to act as an authorized administrator for each Employer Account
(each, an “Administrator”). If you are creating a Employer Account on behalf of
and for Employer, you are doing so as an Administrator and you understand and
acknowledge that Employer (and not you) is the owner of the Employer Account. We
may require you to follow a policy regarding Employer Account ownership disputes
and may update this policy from time to time with or without notice.

Each Administrator will access the Employer Account through an Administrator
profile (“Administrator Profile”). Each Administrator must maintain a unique and
confidential username and password for their Administrator Profile. Gusto may
require additional identification and authentication information from each
Administrator in order to access their Administrator Profile. Employer is
responsible for ensuring that all Administrators secure any log-in credentials,
including passwords, phone numbers, or other authentication information that may
be required by Gusto to access the Administrator Profile, and keep such
information strictly confidential.

A. Accountant Administrators

Employer may choose to invite a third party bookkeeper or accountant to act as
Administrator for the Employer Account (each an “Accountant Administrator”) and
create an Administrator Profile. For the avoidance of doubt, the term
“Administrator” as used in these Terms encompasses Accountant Administrators. In
addition to the actions, rights, and responsibilities applicable to Employer’s
Administrators, Employer’s Accountant Administrators are subject to their
compliance with this Agreement and the Gusto Accountant Terms of Service.
Employer understands and agrees that Accountant Administrator may be enabled to
take certain actions within the Employer Account, including but not limited to
inviting additional Accountant Administrators to create Administrator Profiles
within the Employer Account, enabling Third-Party Services on behalf of
Employers, and managing certain Administrator permissions on Employer’s behalf.
Employer may also authorize Accountant Administrators to pay Employer’s Service
Fees on Employer’s behalf, subject to Section 10 below.

Employer understands and agrees that by inviting an Accountant Administrator to
create an Administrator Profile within the Employer Account, Employer is
authorizing such Accountant Administrator to act as an authorized representative
of the Employer Account on the Gusto Platform, and that such Accountant
Administrator is authorized to provide information to Gusto at Gusto’s request
regarding the Employer Account, including without limitation, information about
the Employer Bank Account and Employer’s payment of Service Fees (among other
things).

B. Administrator Permissions

Depending on the permissions Employer grants to an Administrator Profile, the
applicable Administrator or Accountant Administrator may be authorized to take
certain actions on Employer’s behalf and on behalf of the Employer Account. Such
actions include (but are not limited to) inputting information, approving and
running payrolls, enrolling in Services, and accepting Additional Terms on
Employer’s behalf. Employer should regularly review Employer’s Administrators
and the permissions granted to their Administrator Profiles to ensure that only
authorized individuals retain access to the Employer Account. If Employer is
unable to remove an Administrator from the Employer Account, Employer must
contact Gusto directly to request that such individual’s access be revoked.

Employer is responsible for ensuring that Employer’s Administrators comply with
this Agreement. Gusto may review Employer’s and Employer’s Administrators’
conduct for compliance purposes but is not obligated to do so. We encourage
Employer to review our Help Center content closely in order to ensure that
Employer is granting the minimum appropriate permissions to each Administrator
Profile.

2. EMPLOYER IS RESPONSIBLE FOR THE EMPLOYER ACCOUNT

Employer is responsible for (a) the security and confidentiality of any
credentials or log-in information used to access the Employer Account, including
any Administrator Profile credentials, (b) for securing and maintaining
confidential any information accessible via the Employer Account, and (c)
following instructions Gusto may provide regarding the security of the Employer
Account. Please review important information about how to protect your
credentials and the Employer Account from fraud and online phishing schemes
here.

Employer is responsible for all actions and transactions taken under the
Employer Account, regardless of whether Employer knew of or authorized such
actions (“Authorized Actions”). Authorized Actions may include but are not
limited to (a) actions taken by an authorized Administrator, and (b) actions or
transactions that Employer, or anyone that Gusto reasonably believes to be
Employer or an Administrator, directs or instructs Gusto to take on Employer’s
behalf whether orally (e.g., over the phone to one of our team members) or in
writing.

3. UNAUTHORIZED THIRD PARTY ACCESS TO EMPLOYER ACCOUNT

Employer accepts all risks of unauthorized use of Employer’s Account. Employer
must immediately notify Gusto if Employer believes that the Employer Account or
any of Employer’s Administrator Profiles, Member log-in credentials, or
Administrator log-in credentials have been compromised. Gusto may suspend the
Employer Account, including all Administrator access to the Employer Account, if
Gusto has reason to believe that the Employer Account or any of Employer’s
Administrator's log-in credentials have been compromised.

Employer agrees not to grant Employer Account access to, or disclose any
confidential log-in credentials to, Prohibited Third Parties. A “Prohibited
Third Party” is a third party that seeks to access or accesses the Platform or
Services using an Administrator Profile or an Administrator’s log-in
credentials, regardless of Employer’s purported consent or authorization, in
order to harvest, crawl, or scrape information from the Platform or Services
without Gusto’s express written authorization.

4. IDENTITY AND BANK ACCOUNT VERIFICATION

To help the government fight the funding of terrorism and money laundering
activities, federal law requires financial institutions like Gusto to obtain,
verify, record, and monitor information that identifies Employer’s business
entity, each Administrator authorized to access and/or manage the Employer
Account, and Employer’s designated responsible party (also referred to as
Employer’s signatory). To that end, Gusto will require Employer to provide
certain information to us from time to time, but in particular during onboarding
of the Employer Account, to help us verify Employer’s business entity
information, the identity of Employer’s Administrators and signatory, and
perform other additional due diligence as we may deem necessary in our sole
discretion. This information may include (but is not limited to) full name,
address, date of birth, Employer taxpayer ID, telephone number, email address,
business entity ownership documentation, and other information that will allow
us to identify Employer, Employer’s signatory, and/or Employer’s Administrators
(“Identification Information”). We may also require Employer to provide
identifying documentation about Employer’s business entity, Administrators and
signatory, which may include passports, drivers licenses, or other government
issued identification (“Identification Documents”). We may also use
Identification Information and/or Identification Documents to confirm the
identity of an Administrator and their legal relationship to Employer in the
event that there is a dispute between Employer’s Administrator(s) regarding
management of and/or access to the Employer Account.

Employer must link one (1) or more United States bank accounts to Employer’s
Account for purposes of processing payments via the Services and/or in order for
Gusto to debit Employer for applicable Service Fees (as defined below) (each, a
“Bank Account”) unless otherwise instructed or permitted by Gusto in writing.
The Bank Account must be in the United States. Gusto will also need to collect,
review and verify certain information about the Bank Account in order to confirm
Employer’s eligibility for the Platform and Services and in order to set up the
Employer Account. This information includes identifying information about the
Bank Account such as (but not limited to) the number and financial institution
name, identifying information about the Bank Account signatory, as well as
information about payment recipients and transactions (“Employer Banking
Information”). Gusto will also use Employer Banking Information to conduct Know
Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 5
below, to verify the Bank Account ownership, to verify that the Employer and
Employer’s Bank Account are eligible for the Services (as determined by us in
our sole discretion), and to confirm and share Employer Banking Information with
our service providers and/or Employer’s Bank Account provider. Please review our
Help Center content for more information on how we conduct bank account
verification and about what types of bank accounts we accept.

Employer represents and warrants that Employer has the authority to share any
Identification Information, Identification Documents, and Employer Banking
Information provided to Gusto during the identity and bank account verification
process described in this Section 4. Employer further represents and warrants
that all Identification Information, Identification Documents, and Employer
Banking Information provided to Gusto are truthful, current, accurate and
complete, and that Employer is not submitting such information on behalf of a
third party. Employer is responsible for ensuring that all Identification
Information, Identification Documents, and Employer Banking Information that may
be requested by Gusto from time to time are provided in a timely manner, and
Employer understands that failure to comply with this Section 4 means that Gusto
may be unable to provide Employer with the Services, and may result in the
immediate termination of this Agreement and the Services with or without notice
and without liability to Employer.

Employer authorizes Gusto to obtain information about Employer as a business
entity, and to report adverse business information about Employer to third
parties including but not limited to federal or state tax authorities. Gusto
reserves the right to terminate this Agreement immediately with or without
notice or liability to Employer if Gusto is unable to verify Employer’s
satisfactory financial standing, or for any other lawful business reason
(including, without limitations, reasons that are confidential to Gusto or which
Gusto may not legally disclose).

5. KYC AND SANCTIONS SCREENING

Gusto's account opening and maintenance processes include controls designed to
gather information required under the Bank Secrecy Act, FinCEN’s Employer Due
Diligence (“CDD”) Rule, and other information required under Gusto's KYC
program. Gusto’s KYC program includes standards and controls designed to enable
Gusto to form a reasonable belief as to an Employer's true identity, the nature
and purpose of the transactions an Employer conducts, and the level of risk an
Employer's relationship and related financial activities may pose to Gusto.

All U.S. persons, including U.S. banks, bank holding companies, and non-bank
subsidiaries, must comply with the Office of Foreign Asset Control’s (“OFAC”)
regulations. This means that Gusto may institute a hold on Employer’s Bank
Account or funds, or terminate this Agreement immediately without notice, if
Gusto determines (in Gusto’s sole discretion) that Employer or any of Employer’s
Administrators are a Specially Designated National (as defined by OFAC), if
Employer or any of Employer’s Administrators fall into the scope of a
country-based sanction program, or if Employer attempts to send funds to a
country or recipient that is sanctioned or that Gusto reasonably believes is
sanctioned in Gusto’s sole discretion.

6. MEMBERS

Employer may invite and authorize its Members to each create a Member account
(“Member Account”) associated with the Employer Account. Member Accounts may
also be referred to as “employee profiles.” Member Accounts will enable Members
to enter, modify, or delete personal information (e.g. bank account or
withholding information); upload, view, access, modify and/or download certain
documents and information associated with or provided by Employer via the
Employer Account (e.g. Form W-4 or an offer letter from Employer); and use
Services and Third-Party Services to which Employer has granted them access,
among other things (collectively, “Employer-Provided Services”). Employer is
responsible for ensuring that its Members comply with this Agreement in the
course of completing such actions or accessing Employer-Provided Services.
Employer may modify or restrict Member’s access to Employer-Provided Services,
subject to any Additional Terms applicable to such Employer-Provided Services.

In addition to and apart from Member’s access to Employer-Provided Services,
once a Member has created a Member Account, such Member will (a) maintain a
limited lifetime access to such Member Account and (b) have access to a variety
of Services and Third-Party Services provided directly to Members by Gusto and
Gusto’s third-party partners, in all cases subject to the Member Terms of
Service (collectively “Member Services”). Except where specifically stated,
Member Services will be available to Member regardless of Member’s relationship
with Employer. Employer understands and acknowledges that Employer will be
unable to restrict, remove, or modify Member’s access to Member Services once
Member accepts Employer’s invitation to create an Member Account. Employer
further acknowledges and understands that certain Member Services will enable a
Member to share or disclose certain Employer Data (as defined below) that is
provided by or accessible to the Member with third parties.

7. EMPLOYER DATA AND PRIVACY

Employer may upload content or information through the Platform, such as files,
employment documents, messages, and personal information about Members or
Administrators. Employer may also direct Members to upload such content or
information directly for use in the Employer Account or any Employer-Provided
Services. Collectively, all such content or information is referred to herein as
“Employer Data.”

Employer is solely responsible for ensuring that the collection and/or
processing of Employer Data is compliant with all applicable laws and
regulations. Employer represents and warrants that Employer has received all
required rights, licenses, consents and authorizations to use and make available
any Employer Data uploaded or submitted to the Platform via Employer’s Account,
and that Employer may instruct Gusto on what to do with such Employer Data. For
example, Employer may elect to enable or disable third party integrations,
manage permissions, and grant certain Administrators or Members access to view
or edit Employer Data submitted by other Members or Administrators. These
instructions may result in the access, use, disclosure, modification or deletion
of certain Employer Data, and Employer should review the Gusto Help Center for
more information about these choices, permissions and instructions. Employer is
solely responsible for responding to and resolving disputes that may arise
between Employer and Members relating to or based on Employer Data, the
Platform, Services, or Employer’s failure to fulfill any of the foregoing
responsibilities.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Employer Data may not
be removed from the Platform. Gusto is not responsible or liable to Employer for
the removal or deletion of (or the failure to remove or delete) such Employer
Data. Employer acknowledges and agrees that Gusto is not responsible for the
loss or modification of any Employer Data, and that Employer’s use of the
Platform and Services is at Employer’s own risk.

Employer understands and agrees that Employer Data transmitted, entered or
otherwise uploaded by Employer, on Employer’s behalf, and by Employer’s Members
to the Platform and Services will be processed, stored and retained in
accordance with our legal obligations and our Privacy Policy, as it may be
updated from time to time, including processing for the purpose of improving our
products and services. Our Privacy Policy is incorporated into this Agreement by
reference and is available at gusto.com/legal/privacy. Employer should
periodically review our website for updates to the Privacy Policy.

8. EMPLOYER RESPONSIBILITIES RELATED TO THE SERVICES

Employer is responsible for following instructions that Gusto provides to
Employer with respect to the Platform and Services from time to time, and for
timely providing Gusto with accurate and complete information required for Gusto
to perform the Services.

Employer acknowledges and understands that Gusto’s provision of all Services
will rely on information provided to Gusto by Employer (including, but not
limited to, Employer Data, tax information, payroll information, benefits
information, and employment information about Employer and/or Members). Employer
understands and agrees that Gusto is entitled to rely on all such information
and is not required to independently verify or correct any such information.
Employer accepts sole responsibility for any liability arising from Employer’s
failure to correct or update such information. Employer is responsible for
promptly verifying the accuracy of any content generated by Gusto based on
information provided by Employer and timely notifying Gusto of any inaccuracies
in such content.

Employer will promptly notify Gusto of any third-party notices (including, but
not limited to, notices from the IRS, other government agencies, or insurance
carriers, as applicable) that Employer receives which could affect (a) Gusto’s
ability to effectively provide the Services or (b) increase the likelihood that
a Claim (as defined below) is brought against Employer or Gusto in connection
with the Services.

9. SERVICE PLANS

Certain Services are only available to Employers who have subscribed to one of
our monthly service plans, as described at www.gusto.com/product/pricing
(“Service Plans”). In order to subscribe to any Service Plan, use any Service
(including any applicable add-on services), make a Service available to Members,
Employer must be enrolled in the applicable Service Plan and/or accept the
applicable Additional Terms (as defined below). Gusto may limit access to
Services or Service Plans for Employers who engage in certain high risk business
activities (as determined by Gusto).

10. EMPLOYER’S PAYMENT OBLIGATIONS

Employer agrees to pay the fees for the Services as listed at
gusto.com/product/pricing or other applicable posted or agreed upon rates for
any Service. We may also charge additional fees for exceptions processing,
setup, and other special services (including optional add-on services).
Collectively, all such fees are referred to as “Service Fees.” Unless we state
otherwise, Service Fees are charged for any full or partial calendar months in
which Employer is enrolled in the Service, even if Employer or Employer’s
Members do not use the Service in such month.

Gusto will invoice Employer for all Service Fees. Employer must promptly notify
Gusto of any inaccuracies or errors in any Gusto-issued invoice. Employer
authorizes Gusto to debit the Bank Account for all applicable Service Fees on a
monthly basis in arrears as they become payable and to debit Employer’s Bank
Account for any outstanding Service Fees at any time. Employer agrees to pay any
invoice within fifteen (15) days of receipt via a payment method Gusto deems
acceptable in our sole discretion.

Unless we state otherwise, all Service Fees are non-refundable. In the event of
a refund, Employer agrees to reimburse Gusto for any sales, use, and/or similar
taxes arising from the provision of the Services that any federal, state, and/or
local governments may impose.

Gusto may change any of our Service Fees at any time. Gusto will notify Employer
of such change(s) at least thirty (30) days in advance. Employer’s continued use
of the Platform or applicable Service(s) after a Service Fee change takes effect
constitutes Employer’s acceptance of the change.

If we are unable to collect Service Fees owed by the payment due date for any
reason, or if Employer (or Accountant) attempts to cancel or claw back fees
properly debited by Gusto from Employer’s Bank Account under this Agreement, we
may terminate or suspend the Employer Account and/or Employer’s access to the
Platform or Services until we receive the outstanding amounts due. The foregoing
does not limit any remedies available to Gusto under the Accountant Program
Terms. Termination or suspension of the Employer Account will not relieve
Employer’s obligation to pay outstanding amounts due plus any applicable
exceptions processing fees, bank fees, or charges for return items, plus
interest at the lesser of 18% per annum or the maximum rate permitted by law,
plus attorneys’ fees and other costs of collection (including costs Gusto
reasonably incurs from third party debt collection services) as permitted by
law.

Employer may authorize an Accountant Administrator to pay Employer’s Service
Fees on Employer’s behalf. By so authorizing, Employer understands and agrees
that Employer and Accountant Administrator are jointly and severally liable for
any unpaid Service Fees and for any associated bank fees or costs of collection
reasonably incurred by Gusto.

11. PROMOTIONS AND INSURANCE PRODUCTS DISCLOSURE

We may offer discounts or promotional pricing on our Services, and features in
accordance with our Terms for Promotional Offers & Discounts.

We provide and sell certain insurance products and services through our
affiliate entity, With Gusto Insurance Services, LLC. We also provide Services
unaffiliated with health insurance or the purchase of an insurance contract,
including HR services and payroll services. Employer is under no obligation to
purchase any insurance product from us or our affiliates in exchange for
receiving those non-insurance Services. Similarly, Employer is not required to
purchase any insurance product from us or our affiliates in order to qualify for
or receive any discount or promotion we may offer.

12. SWITCHING SERVICE PLANS; ENROLLING IN OR REMOVING SERVICES

If Employer subscribes to one of our Service Plans, Employer may switch to a new
Service Plan at any time, but no more than once per calendar month. If Employer
upgrades Service Plans, Employer will begin receiving access to the features and
Services available under the new upgraded Service Plan immediately. Unless we
state otherwise, the Service Fees for the upgraded Service Plan will be
reflected on Employer’s monthly invoice at the end of the calendar month in
which Employer upgraded to the new Service Plan. If Employer downgrades to a
less expensive Service Plan, then, unless we state otherwise, the downgrade
(including loss of access to any relevant features or Services) and the
downgraded plan Service Fees will not take effect until the next calendar month.

Employer may also enroll in Services separate and apart from one of our Service
Plans. Employer may enroll in, or remove, any Service at any time unless
otherwise stated in the applicable Additional Terms. When Employer enrolls in a
new Service, Employer will have access to such Service immediately. When
Employer removes a Service, Employer will retain access to such Service until
the end of the calendar month in which Employer removed it.

13. BETA FEATURES

We may provide Employer or Members with access to beta, pilot, trial, or
pre-release features or products (collectively “Beta Features”) via the
Platform. Beta Features are provided as-is. We reserve the right to modify,
change, or discontinue Beta Features at any time with or without notice. By
accessing or using a Beta Feature, Employer agrees to any Additional Terms that
may apply to such Beta Feature, and to follow any and all additional rules or
restrictions that we may place on the use of such Beta Feature.

14. THIRD-PARTY SERVICES, WEBSITES, AND RESOURCES

Employer will be able to elect to receive services from our third party partners
(each a “Third-Party Service”). Gusto is not responsible for and does not own
any such Third-Party Services or any material, information, or results that may
be made available through any Third-Party Services. Employer is solely
responsible for, and assumes all risk from, Employer’s choice to receive, use or
access any Third-Party Service. Employer’s use of any Third-Party Service,
including any Employer Data or personal information Employer may share with or
input into such Third-Party Service, is between Employer and the owner of such
Third-Party Service. If Employer chooses to and authorizes Gusto to share
Employer Data with a Third-Party Service (“Shared Employer Data”) then Employer
(a) represents it has obtained all legal rights to do so, (b) assumes all risks
related to such Shared Employer Data, (c) acknowledges it is solely responsible
for the accuracy of such Shared Employer Data, and (d) agrees that it is solely
responsible for the lawfulness of sharing such Shared Employer Data with the
applicable Third-Party Service. Employer waives and releases any Claim against
Gusto and its directors, officers, and employees arising out of a Third-Party
Service’s use of Shared Employer Data.

The Platform and Services may also contain links to third-party websites or
resources. We provide these links only as a convenience and Gusto is not
responsible for the content, products, or services, or links available or
displayed on those websites or resources. Employer is solely responsible for,
and assumes all risk arising from, Employer’s use of any Third-Party Service,
third-party websites or resources.

15. EMPLOYER’S PROPRIETARY RIGHTS

Subject to the terms of this Agreement, Employer (for itself and all of its
Members) grants Gusto a worldwide, non-exclusive, limited term license to
access, use, process, copy, distribute, perform, export and display Employer
Data, only as necessary (a) to provide, maintain and update the Platform and
Services; (b) to prevent or address service, security, support or technical
issues; (c) as required by law or as permitted under our Privacy Policy; and (d)
as expressly authorized by Employer. Employer represents and warrants that it
has secured all rights in and to Employer Data from its Members as may be
necessary to grant this license. Employer is solely responsible for the
accuracy, quality and legality of Employer Data, the means by which Employer
acquired Employer Data, Employer’s use of Employer Data within the Platform and
Services and Employer’s interoperation of any Employer Data with the Platform
and Services.

Gusto may periodically monitor Employer Data and Employer’s use of Employer Data
for compliance but is not obligated to do so. Gusto reserves the right to remove
Employer Data from the Platform and Services at any time and without notice in
the event that Gusto determines (in our sole discretion) that any Employer Data
or use of Employer Data is in violation of this Agreement, including the
Acceptable Use Policy.

16. GUSTO’S PROPRIETARY RIGHTS

Gusto and our licensors are the exclusive owners of:

 * The Platform, Services and all content included therein (excluding Employer
   Data and Third-Party Services) (“Gusto Content”);

 * Any and all modifications, enhancements, upgrades and updates to the
   Platform, Services, and Gusto Content; and

 * All copyrights, trademarks, service marks, trade secrets, patents and other
   intellectual property rights to the Platform, Services, and Gusto Content
   (registered or unregistered).

All rights not expressly granted to Employer in this Agreement are reserved by
us. This Agreement does not grant Employer any right to copy, transmit,
transfer, modify or create derivative works of the Platform, Services, or Gusto
Content, or reverse engineer, reverse compile, reverse assemble or otherwise
determine or derive source code of the Platform, Services, or Gusto Content, or
any other right in or to the Platform, Services, or Gusto Content not
specifically set forth herein.

Employer acknowledges that the Platform, Services, and Gusto Content are
protected by copyright, trademark, and other laws of the United States and
foreign countries. Employer agrees not to remove, alter, or obscure any
copyright, trademark, service mark, or other proprietary rights notices
incorporated into the Platform, Services, or Gusto Content.

If Employer sends us any feedback or suggestions (“Feedback”), Employer gives
that Feedback entirely voluntarily and grants Gusto an unlimited, irrevocable,
perpetual, sublicensable, transferrable, royalty-free license to use any such
Feedback as we see fit in our sole discretion without obligation, compensation
or restriction of any kind to Employer. Such Feedback may include, but is not
limited to, responses to any surveys Gusto conducts about Employer’s experience
with the Platform or Services.

Gusto grants Employer a limited, revocable, non-exclusive, non-transferable,
non-sublicensable license to access, use, and view the Employer-facing
components of the Gusto Content, Platform and Services solely as necessary for
Employer to use the Services and in accordance with this Agreement and all
applicable Additional Terms.

17. NO PROFESSIONAL OR LEGAL ADVICE; NO GUARANTEED OUTCOMES

Employer’s use of the Platform and Services is entirely at Employer’s own risk.
Except as and unless otherwise stated in applicable Additional Terms, Employer
acknowledges that the Platform, Services, and Gusto Content are meant for
informational purposes only and are not intended to provide and should not be
construed as providing any legal, regulatory, tax, financial, accounting,
employment, or other professional advice. Employer is solely responsible for
ensuring Employer’s compliance with applicable law and regulation, and nothing
in the Gusto Content, Platform, or Services (including, without limitation, any
communications from our customer support team regarding Employer’s use of the
Platform, or Services) should be construed as, or used as a substitute for, the
advice of competent legal or applicable professional counsel. Gusto does not
guarantee or warrant any results or outcome with respect to the Platform,
Services or Gusto Content.

18. CONSENT TO RECEIVE SMS/MMS MESSAGES

Gusto will send the following types of SMS 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. Message frequency may vary. Standard
message and data rates may apply. Note that Gusto will not send you autodialed
marketing SMS or MMS messages unless you expressly agree in writing to receive
such messages. If you would like to opt out of receiving SMS messages, reply
HELP for help or STOP to cancel. For more information, please see our Privacy
Policy.

19. TERMINATION AND SUSPENSION

Employer’s Termination: Employer may cancel the Employer Account at any time
from within the Employer Account. Unless we state otherwise, Employer’s
termination of the Employer Account constitutes the termination of this
Agreement. Unless we state otherwise, Gusto will not prorate any applicable
Service Fees and Employer Accounts canceled in the middle of a month will be
charged the full month’s fees for all Services to which Employer was subscribed
at the time of cancellation. Employer understands and agrees that Employer is
solely responsible for ensuring Employer’s compliance with all applicable law,
including any wage and hour, taxation, and employment regulation that may affect
Employer’s obligations to Members paid through the Payroll Service following
cancellation or termination of the Services.

Gusto’s Termination and Suspension: Gusto may terminate or suspend Services if
you violate this Agreement or any other Gusto terms or your use of the Services
is improper or substantially exceeds or differs from normal use by other
Employers, raises suspicion of fraud, misuse, security concern, illegal activity
or unauthorized access issues.

Effect of Termination: Upon termination of the Services, and except as otherwise
stated in this Section 19 or the applicable Additional Terms, Employer’s and
Members’ rights to access and use all applicable Services(s) to which Employer
subscribed or enrolled will automatically terminate. The Employer Account and
Member accounts will remain accessible in a limited, read-only capacity, subject
to compliance with this Agreement.

The termination of any of the Services or this Agreement will not affect
Employer’s or Gusto’s rights with respect to transactions which occurred before
termination. Gusto will have no liability for any costs, losses, damages,
penalties, fines, expenses, or liabilities arising out of or related to Gusto’s
termination of this Agreement. Any section of this Agreement or applicable
Additional Terms which by their nature should survive termination will survive,
including without limitation all applicable payment obligations, privacy rights
and obligations of Gusto and Employer under Gusto’s Privacy Policy, Gusto’s
responsibilities to comply with federal anti-money laundering regulation, use
restrictions and indemnity obligations, warranty disclaimers, and limitations of
liability.

20. WARRANTY DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF THE
SERVICES OR ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO
CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA OR ANY
INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY EMPLOYER OR MEMBER AND MAKES
NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH DATA AND INFORMATION.
GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (a)
MEET EMPLOYER’S EXPECTATIONS OR REQUIREMENTS; (b) BE COMPLETELY SECURE OR FREE
FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (c) BE FREE FROM
INTERRUPTION, THEFT, OR DESTRUCTION.

Gusto makes no representations or warranties about the Platform’s or Services’
uptime, availability, or permissibility in any particular geographical location.
From time to time, Gusto may conduct scheduled or emergency system maintenance,
during which time the Platform may be inaccessible and unavailable, with or
without notice to Employer. The Platform and Services rely on third-party
technology and services (e.g. web hosting services). Any change to the services
offered by these third-party providers may entirely disable, reduce, or
adversely affect Employer’s use of or access to the Platform and Services. No
oral or written information or advice given by Gusto, its agents, employees, or
representatives will create a warranty or in any way increase the scope of the
warranties in this Agreement.

To the extent any error results from Gusto’s reliance on information provided by
or on behalf of Employer or Member, or anyone that Gusto reasonably believes to
be Company or Member (each, a “Resulting Error”), then Gusto may attempt to
correct the Resulting Error, but makes no warranties or guarantees that it will
be able to partially or fully correct the Resulting Error and will not be liable
for any failure to partially or fully correct such Resulting Error.

21. INDEMNITY

Employer agrees to indemnify and hold harmless Gusto and its officers,
directors, employees, successors, assigns, representatives, subsidiaries,
affiliates, and agents (the “Indemnified Parties”), from and against any losses,
damages, expenses, claims, actions, disputes, suits, proceedings, and demands
(including, without limitation, reasonable legal and accounting fees)
(“Claims”), without regard to merit or lack thereof arising out of or related in
any way to (a) Employer’s or its Member’s access to, use of, or participation in
the Platform and Services or Gusto Content; (b) Employer Data or Shared Employer
Data; (c) violation or alleged violation of this Agreement or any instructions
provided by Gusto with respect to Employer’s or Employer’s Member’s use of the
Platform and Services; (d) Employer’s or its Member’s violation or alleged
violation of any third party right; (e) Employer’s or its Member’s violation or
alleged violation of any applicable law, rule, or regulation; (f) Employer’s or
its Member’s gross negligence, fraudulent activity, or willful misconduct; (g)
Gusto’s or any other Indemnified Party’s use of or reliance on information or
data furnished by or on behalf of Employer; (h) actions that Gusto or any other
Indemnified Party undertakes at the request or instruction of Employer or anyone
that Gusto or any other Indemnified Party reasonably believes to be Employer or
acting with authority on behalf of Employer (each such action a “Requested
Action”); or (i) Gusto’s or any other Indemnified Party’s use of or reliance on
information or data resulting from such Requested Actions.

22. LIMITATION OF LIABILITY

To the extent permitted by applicable law, Gusto is not liable, and Employer
agrees not to hold Gusto responsible for, any damages or losses resulting
directly or indirectly from (a) Employer Data or Gusto’s or a third party’s
reliance on certain Employer Data; (b) Resulting Errors; (c) Employer’s delay in
providing, or failure to provide, Gusto with information necessary for its
provision of the Services; (d) Employer’s violation of applicable law, rule,
regulation or other applicable legal obligation; (e) unauthorized third-party
actions taken in Employer’s Account or sharing of your Account credentials; (f)
Employer’s or its Member’s negligence; (g) any Claims that could have reasonably
been avoided or mitigated by Employer through reasonable efforts; (h) any
Requested Actions; (j) Employer’s or Members’ failure to properly follow Gusto’s
instructions with respect to the Platform, Gusto Content, or Services; or (k)
Employer’s or its Member’s use or inability to use the Platform or the Services.

NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING
THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF
DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR
THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, GUSTO
CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO EMPLOYER. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE
PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS EMPLOYER HAS PAID TO GUSTO FOR
USE OF THE PLATFORM, SERVICES, OR GUSTO CONTENT IN THE SIX (6) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.

23. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICES

Gusto may modify this Agreement at any time, in Gusto’s sole discretion,
effective upon posting of an updated version of this Agreement. It is important
that Employer reviews each modified version of the Agreement as Employer’s
continued use of the Platform or Services after such changes are posted
constitutes Employer’s agreement to be bound by the modified Agreement. If
Employer does not agree to be bound by the modified Agreement, then Employer may
not continue to use the Platform or Services. Because the Platform and Services
evolve over time, Gusto may change or discontinue all or any part of the
Platform or Services at any time and without notice, and without liability to
Employer, at Gusto’s sole discretion.

24. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW.

 1.  Informal Dispute Resolution. “Dispute” includes any past, present, or
     future dispute, claim (including initial claims, counter-claims,
     third-party claims, or otherwise), or controversy relating to or arising
     out of this Agreement, the Platform or Services, whether in law, equity, or
     otherwise, including the validity or enforceability of this Section 24 or
     the Agreement. If a Dispute arises, our goal is to learn about and address
     your concerns and, if we are unable to do so to your satisfaction, to
     provide a neutral and cost effective means of resolving the Dispute
     quickly. Before filing any Dispute in arbitration or, for an excluded
     matter, in court, you will try to resolve the specific issue underlying the
     Dispute informally by contacting our customer service team. We will also
     undertake reasonable efforts to contact you to resolve any Dispute
     informally before taking any formal action. If your Dispute is not resolved
     within sixty (60) days after you contact our customer service team, you or
     Gusto may initiate a formal action as described in this Section 24.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 24 (the “Arbitration Provision”), unless you opt
     out as provided in Section 24.C below or your Dispute is subject to an
     explicit exception to this Arbitration Provision. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, misappropriation or violation of a party’s
     intellectual property rights (an “IP Protection Action”).

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice as
     described below within thirty (30) days of the date of your electronic
     acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”)
     or, for current Employers, within thirty (30) days of Gusto’s notice of
     modifications to these Terms. For your convenience we have provided a form
     Arbitration Opt-Out Notice here. Please complete and email the completed
     form, including all required fields, to legal-opt-outs@gusto.com. If you
     don’t provide Gusto with a completed Arbitration Opt-Out Notice within the
     thirty (30) day period, you will be deemed to have knowingly and
     intentionally waived your right to litigate any Dispute except with regard
     to a Small Claims Action or an IP Protection Action, as expressly set forth
     in Section 24.B above. Your opt-out will be effective only for Disputes
     that arise after acceptance of the Terms, or the effective date of the
     updated Terms for which you have submitted an Arbitration Opt-Out Notice
     (whichever is later).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 24 is found not to
     apply, the exclusive jurisdiction and venue of any Dispute will be the
     state and federal courts located in the County of San Francisco, CA and you
     and Gusto waive any objection to jurisdiction and venue in such courts. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 24.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS Rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     24, if a party seeks injunctive relief that would significantly impact
     other Employers as reasonably determined by either party, the parties agree
     that such arbitration will proceed on an individual basis but will be
     handled by a panel of three (3) arbitrators. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 24 shall make that determination.
     If the arbitrator determines a three-person panel is appropriate, the
     arbitrator may – if selected by either party or as the chair by the two
     party-selected arbitrators – participate in the arbitral panel. Except as
     and to the extent otherwise may be required by law, the arbitration
     proceeding and any award shall be confidential. This Arbitration Provision
     shall be construed under and be subject to the Federal Arbitration Act,
     notwithstanding any other choice of law set out in this Agreement.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of these Terms. With the exception
     of Section 24.F, if a court decides that any part of this Arbitration
     Provision is invalid or unenforceable, then the remaining portions of this
     Arbitration Provision shall nevertheless remain valid and in force. In the
     event that a court finds that all or any portion of Section 24.F to be
     invalid or unenforceable, then the entirety of this Arbitration Provision
     shall be deemed void and any remaining Dispute must be litigated in court
     pursuant to Section 24.D.

25. FORCE MAJEURE

Gusto is not liable for any delay or failure in performance of its obligations
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, terrorist acts, failures
by a third-party technology service provider, riots, fires, earthquakes, floods,
pandemics, power outages, strikes, weather conditions, acts of hackers, acts of
internet service providers, acts of any other third party, or acts or omissions
of Employer, Employer’s agents, assigns or any other third party acting on
Employer’s behalf.

26. GENERAL

This Agreement (including all applicable Additional Terms, Gusto’s Privacy
Policy, the Acceptable Use Policy, and any supplemental policies or terms which
Gusto may present for review and acceptance at the time Employer subscribes to
the applicable Service or Service Plan), constitutes the entire agreement
between Gusto and Employer regarding the Platform and Services and replaces all
prior agreements, oral or written, regarding this subject matter. If any part of
this Agreement is deemed to be unenforceable or invalid, that section will be
removed without affecting the validity or enforceability of the remainder of the
Agreement. Employer may not assign this Agreement, by operation of law or
otherwise, without Gusto’s prior written consent. Any attempt by Employer to
assign or transfer this Agreement, without such consent, will be null. Gusto may
freely assign or transfer this Agreement without restriction. The provisions of
this Agreement shall inure to the benefit of, and be binding upon, the parties
and their respective successors and permitted assigns. This Agreement shall be
interpreted and construed in accordance with the laws of the State of
California, without regard to the conflicts of laws principles thereof.

Any notices or other communications provided by Gusto under this Agreement,
including those regarding modifications to this Agreement, will be given: (a)
via email; or (b) by posting to the Platform. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

27. ELECTRONIC TRANSMISSION OF THE AGREEMENT

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

28. CONTACT INFORMATION

If Employer has any questions about this Agreement, the Platform, or the
Services, Employer may contact Gusto at support@gusto.com. Gusto will not be
able to accept Employer questions, Feedback, or complaints at Gusto’s physical
locations. If Employer is a California resident, Employer may report complaints
regarding the Services by contacting the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs
at:

Department of Consumer Affairs

Consumer Information Division

1625 North Market Blvd., Suite N 112

Sacramento, CA 95834

Phone Number: (800) 952-5210







EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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. Your continued use
of our products and services after March 22, 2024 will constitute your
acceptance of these updates. To review the outgoing terms, please click here.

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.
EMPLOYER UNDERSTANDS THAT: (1) EMPLOYER WILL ONLY BE PERMITTED TO PURSUE CLAIMS
AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) EMPLOYER WAIVES
THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF
LAW AND HAVE A JURY TRIAL OF EMPLOYER’S CLAIMS.

These Gusto Employer Terms of Service (“Employer Terms” or “Terms”) form part of
the binding contract between Employer (as defined below) and Gusto, Inc. and its
subsidiaries and affiliates (collectively, “Gusto”, “us”, “we” or “our”). These
Terms contain the terms and conditions that govern the use of Gusto’s people
platform, including our applications, websites, software, and support services
(the “Platform”) through which we offer products and services (“Services”) to
end users directly or through a third party program. The Platform and Services
are only available to users who are authorized to form legally binding contracts
under applicable laws in the jurisdictions in which the Platform and Services
are offered or made available.

"Employer" is the organization, company, or business entity that you represent
in accepting this Agreement. For example, if you are accepting this Agreement in
connection with creating a new Gusto account for and on behalf of your limited
liability company, your limited liability company is the Employer. If you are
using the Gusto Platform as a representative of Employer and Administrator for
Employer’s Account (each term as further defined below) your use of the Platform
is subject to this Agreement.

In contrast, if you are Employer's employee, contractor, or other type of member
of Employer’s business, and Employer has invited you to create an account in
order to view your paystubs, enroll in benefits, or access other Services
enabled by Employer, you are a "Member" and the Members Terms of Service govern
your access to and use of the Platform and Services in your individual capacity.

If you are an accountant or bookkeeper using Gusto Pro and/or are managing your
client’s or customer’s use of the Platform or Services, this Agreement and the
Gusto Accountant Terms of Service govern your access to and use of the Platform
and Services on behalf of your clients or customers (each an Employer).

Individual Services and Gusto policies, promotions, and other offerings made
available to Employer, Accountant, or to Member directly are or may be subject
to additional terms (“Additional Terms”) as listed on www.gusto.com/legal/terms.
Any applicable Additional Terms are incorporated into and made part of this
Agreement. To the extent any Additional Terms conflict with these Employer
Terms, the Additional Terms will control with respect to the applicable subject
matter.

By accessing or using the Platform, including any Services, Employer agrees to
be bound by these Terms, any Additional Terms specific to Services that Employer
accesses or uses, and our Acceptable Use Policy (collectively, this
“Agreement”). If you are accepting this Agreement on behalf of Employer (e.g. in
your capacity as agent or authorized representative of Employer), you represent
that you have the authority to bind Employer to this Agreement and that Employer
accepts this Agreement.

1. EMPLOYER ACCOUNTS AND ADMINISTRATORS

Employer must create an account in order to use the Services (“Employer
Account”). The Employer Account is affiliated with and owned by the Employer and
contains information relating to the Employer (e.g., payroll information or
business expenses). Employer must authorize at least one employee or third party
representative to act as an authorized administrator for each Employer Account
(each, an “Administrator”). If you are creating a Employer Account on behalf of
and for Employer, you are doing so as an Administrator and you understand and
acknowledge that Employer (and not you) is the owner of the Employer Account. We
may require you to follow a policy regarding Employer Account ownership disputes
and may update this policy from time to time with or without notice.

Each Administrator will access the Employer Account through an Administrator
profile (“Administrator Profile”). Each Administrator must maintain a unique and
confidential username and password for their Administrator Profile. Gusto may
require additional identification and authentication information from each
Administrator in order to access their Administrator Profile. Employer is
responsible for ensuring that all Administrators secure any log-in credentials,
including passwords, phone numbers, or other authentication information that may
be required by Gusto to access the Administrator Profile, and keep such
information strictly confidential.

A. ACCOUNTANT ADMINISTRATORS

Employer may choose to invite a third party bookkeeper or accountant to act as
Administrator for the Employer Account (each an “Accountant Administrator”) and
create an Administrator Profile. For the avoidance of doubt, the term
“Administrator” as used in these Terms encompasses Accountant Administrators. In
addition to the actions, rights, and responsibilities applicable to Employer’s
Administrators, Employer’s Accountant Administrators are subject to their
compliance with this Agreement and the Gusto Accountant Terms of Service.
Employer understands and agrees that Accountant Administrator may be enabled to
take certain actions within the Employer Account, including but not limited to
inviting additional Accountant Administrators to create Administrator Profiles
within the Employer Account, enabling Third-Party Services on behalf of
Employers, and managing certain Administrator permissions on Employer’s behalf.
Employer may also authorize Accountant Administrators to pay Employer’s Service
Fees on Employer’s behalf, subject to Section 10 below.

Employer understands and agrees that by inviting an Accountant Administrator to
create an Administrator Profile within the Employer Account, Employer is
authorizing such Accountant Administrator to act as an authorized representative
of the Employer Account on the Gusto Platform, and that such Accountant
Administrator is authorized to provide information to Gusto at Gusto’s request
regarding the Employer Account, including without limitation, information about
the Employer Bank Account and Employer’s payment of Service Fees (among other
things).

B. ADMINISTRATOR PERMISSIONS

Depending on the permissions Employer grants to an Administrator Profile, the
applicable Administrator or Accountant Administrator may be authorized to take
certain actions on Employer’s behalf and on behalf of the Employer Account. Such
actions include (but are not limited to) inputting information, approving and
running payrolls, enrolling in Services, and accepting Additional Terms on
Employer’s behalf. Employer should regularly review Employer’s Administrators
and the permissions granted to their Administrator Profiles to ensure that only
authorized individuals retain access to the Employer Account. If Employer is
unable to remove an Administrator from the Employer Account, Employer must
contact Gusto directly to request that such individual’s access be revoked.

Employer is responsible for ensuring that Employer’s Administrators comply with
this Agreement. Gusto may review Employer’s and Employer’s Administrators’
conduct for compliance purposes but is not obligated to do so. We encourage
Employer to review our Help Center content closely in order to ensure that
Employer is granting the minimum appropriate permissions to each Administrator
Profile.

2. EMPLOYER IS RESPONSIBLE FOR THE EMPLOYER ACCOUNT

Employer is responsible for (a) the security and confidentiality of any
credentials or log-in information used to access the Employer Account, including
any Administrator Profile credentials, (b) for securing and maintaining
confidential any information accessible via the Employer Account, and (c)
following instructions Gusto may provide regarding the security of the Employer
Account. Please review important information about how to protect your
credentials and the Employer Account from fraud and online phishing schemes
here.

Employer is responsible for all actions and transactions taken under the
Employer Account, regardless of whether Employer knew of or authorized such
actions (“Authorized Actions”). Authorized Actions may include but are not
limited to (a) actions taken by an authorized Administrator, and (b) actions or
transactions that Employer, or anyone that Gusto reasonably believes to be
Employer or an Administrator, directs or instructs Gusto to take on Employer’s
behalf whether orally (e.g., over the phone to one of our team members) or in
writing.

3. UNAUTHORIZED THIRD PARTY ACCESS TO EMPLOYER ACCOUNT

Employer accepts all risks of unauthorized use of Employer’s Account. Employer
must immediately notify Gusto if Employer believes that the Employer Account or
any of Employer’s Administrator Profiles, Member log-in credentials, or
Administrator log-in credentials have been compromised. Gusto may suspend the
Employer Account, including all Administrator access to the Employer Account, if
Gusto has reason to believe that the Employer Account or any of Employer’s
Administrator's log-in credentials have been compromised.

Employer agrees not to grant Employer Account access to, or disclose any
confidential log-in credentials to, Prohibited Third Parties. A “Prohibited
Third Party” is a third party that seeks to access or accesses the Platform or
Services using an Administrator Profile or an Administrator’s log-in
credentials, regardless of Employer’s purported consent or authorization, in
order to harvest, crawl, or scrape information from the Platform or Services
without Gusto’s express written authorization.

4. IDENTITY AND BANK ACCOUNT VERIFICATION

To help the government fight the funding of terrorism and money laundering
activities, federal law requires financial institutions like Gusto to obtain,
verify, record, and monitor information that identifies Employer’s business
entity, each Administrator authorized to access and/or manage the Employer
Account, and Employer’s designated responsible party (also referred to as
Employer’s signatory). To that end, Gusto will require Employer to provide
certain information to us from time to time, but in particular during onboarding
of the Employer Account, to help us verify Employer’s business entity
information, the identity of Employer’s Administrators and signatory, and
perform other additional due diligence as we may deem necessary in our sole
discretion. This information may include (but is not limited to) full name,
address, date of birth, Employer taxpayer ID, telephone number, email address,
business entity ownership documentation, and other information that will allow
us to identify Employer, Employer’s signatory, and/or Employer’s Administrators
(“Identification Information”). We may also require Employer to provide
identifying documentation about Employer’s business entity, Administrators and
signatory, which may include passports, drivers licenses, or other government
issued identification (“Identification Documents”). We may also use
Identification Information and/or Identification Documents to confirm the
identity of an Administrator and their legal relationship to Employer in the
event that there is a dispute between Employer’s Administrator(s) regarding
management of and/or access to the Employer Account.

Employer must link one (1) or more United States bank accounts to Employer’s
Account for purposes of processing payments via the Services and/or in order for
Gusto to debit Employer for applicable Service Fees (as defined below) (each, a
“Bank Account”) unless otherwise instructed or permitted by Gusto in writing.
The Bank Account must be in the United States. Gusto will also need to collect,
review and verify certain information about the Bank Account in order to confirm
Employer’s eligibility for the Platform and Services and in order to set up the
Employer Account. This information includes identifying information about the
Bank Account such as (but not limited to) the number and financial institution
name, identifying information about the Bank Account signatory, as well as
information about payment recipients and transactions (“Employer Banking
Information”). Gusto will also use Employer Banking Information to conduct Know
Your Customer (“KYC”) reviews and Sanctions Screening as described in Section 5
below, to verify the Bank Account ownership, to verify that the Employer and
Employer’s Bank Account are eligible for the Services (as determined by us in
our sole discretion), and to confirm and share Employer Banking Information with
our service providers and/or Employer’s Bank Account provider. Please review our
Help Center content for more information on how we conduct bank account
verification and about what types of bank accounts we accept.

Employer represents and warrants that Employer has the authority to share any
Identification Information, Identification Documents, and Employer Banking
Information provided to Gusto during the identity and bank account verification
process described in this Section 4. Employer further represents and warrants
that all Identification Information, Identification Documents, and Employer
Banking Information provided to Gusto are truthful, current, accurate and
complete, and that Employer is not submitting such information on behalf of a
third party. Employer is responsible for ensuring that all Identification
Information, Identification Documents, and Employer Banking Information that may
be requested by Gusto from time to time are provided in a timely manner, and
Employer understands that failure to comply with this Section 4 means that Gusto
may be unable to provide Employer with the Services, and may result in the
immediate termination of this Agreement and the Services with or without notice
and without liability to Employer.

Employer authorizes Gusto to obtain information about Employer as a business
entity, and to report adverse business information about Employer to third
parties including but not limited to federal or state tax authorities. Gusto
reserves the right to terminate this Agreement immediately with or without
notice or liability to Employer if Gusto is unable to verify Employer’s
satisfactory financial standing, or for any other lawful business reason
(including, without limitations, reasons that are confidential to Gusto or which
Gusto may not legally disclose).

5. KYC AND SANCTIONS SCREENING

Gusto's account opening and maintenance processes include controls designed to
gather information required under the Bank Secrecy Act, FinCEN’s Employer Due
Diligence (“CDD”) Rule, and other information required under Gusto's KYC
program. Gusto’s KYC program includes standards and controls designed to enable
Gusto to form a reasonable belief as to an Employer's true identity, the nature
and purpose of the transactions an Employer conducts, and the level of risk an
Employer's relationship and related financial activities may pose to Gusto.

All U.S. persons, including U.S. banks, bank holding companies, and non-bank
subsidiaries, must comply with the Office of Foreign Asset Control’s (“OFAC”)
regulations. This means that Gusto may institute a hold on Employer’s Bank
Account or funds, or terminate this Agreement immediately without notice, if
Gusto determines (in Gusto’s sole discretion) that Employer or any of Employer’s
Administrators are a Specially Designated National (as defined by OFAC), if
Employer or any of Employer’s Administrators fall into the scope of a
country-based sanction program, or if Employer attempts to send funds to a
country or recipient that is sanctioned or that Gusto reasonably believes is
sanctioned in Gusto’s sole discretion.

6. MEMBERS

Employer may invite and authorize its Members to each create a Member account
(“Member Account”) associated with the Employer Account. Member Accounts may
also be referred to as “employee profiles.” Member Accounts will enable Members
to enter, modify, or delete personal information (e.g. bank account or
withholding information); upload, view, access, modify and/or download certain
documents and information associated with or provided by Employer via the
Employer Account (e.g. Form W-4 or an offer letter from Employer); and use
Services and Third-Party Services to which Employer has granted them access,
among other things (collectively, “Employer-Provided Services”). Employer is
responsible for ensuring that its Members comply with this Agreement in the
course of completing such actions or accessing Employer-Provided Services.
Employer may modify or restrict Member’s access to Employer-Provided Services,
subject to any Additional Terms applicable to such Employer-Provided Services.

In addition to and apart from Member’s access to Employer-Provided Services,
once a Member has created a Member Account, such Member will (a) maintain a
limited lifetime access to such Member Account and (b) have access to a variety
of Services and Third-Party Services provided directly to Members by Gusto and
Gusto’s third-party partners, in all cases subject to the Member Terms of
Service (collectively “Member Services”). Except where specifically stated,
Member Services will be available to Member regardless of Member’s relationship
with Employer. Employer understands and acknowledges that Employer will be
unable to restrict, remove, or modify Member’s access to Member Services once
Member accepts Employer’s invitation to create an Member Account. Employer
further acknowledges and understands that certain Member Services will enable a
Member to share or disclose certain Employer Data (as defined below) that is
provided by or accessible to the Member with third parties.

7. EMPLOYER DATA AND PRIVACY

Employer may upload content or information through the Platform, such as files,
employment documents, messages, and personal information about Members or
Administrators. Employer may also direct Members to upload such content or
information directly for use in the Employer Account or any Employer-Provided
Services. Collectively, all such content or information is referred to herein as
“Employer Data.”

Employer is solely responsible for ensuring that the collection and/or
processing of Employer Data is compliant with all applicable laws and
regulations. Employer represents and warrants that Employer has received all
required rights, licenses, consents and authorizations to use and make available
any Employer Data uploaded or submitted to the Platform via Employer’s Account,
and that Employer may instruct Gusto on what to do with such Employer Data. For
example, Employer may elect to enable or disable third party integrations,
manage permissions, and grant certain Administrators or Members access to view
or edit Employer Data submitted by other Members or Administrators. These
instructions may result in the access, use, disclosure, modification or deletion
of certain Employer Data, and Employer should review the Gusto Help Center for
more information about these choices, permissions and instructions. Employer is
solely responsible for responding to and resolving disputes that may arise
between Employer and Members relating to or based on Employer Data, the
Platform, Services, or Employer’s failure to fulfill any of the foregoing
responsibilities.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Employer Data may not
be removed from the Platform. Gusto is not responsible or liable to Employer for
the removal or deletion of (or the failure to remove or delete) such Employer
Data. Employer acknowledges and agrees that Gusto is not responsible for the
loss or modification of any Employer Data, and that Employer’s use of the
Platform and Services is at Employer’s own risk.

Employer understands and agrees that Employer Data transmitted, entered or
otherwise uploaded by Employer, on Employer’s behalf, and by Employer’s Members
to the Platform and Services will be processed, stored and retained in
accordance with our legal obligations and our Privacy Policy, as it may be
updated from time to time, including processing for the purpose of improving our
products and services. Our Privacy Policy is incorporated into this Agreement by
reference and is available at gusto.com/legal/privacy. Employer should
periodically review our website for updates to the Privacy Policy.

8. EMPLOYER RESPONSIBILITIES RELATED TO THE SERVICES

Employer is responsible for following instructions that Gusto provides to
Employer with respect to the Platform and Services from time to time, and for
timely providing Gusto with accurate and complete information required for Gusto
to perform the Services.

Employer acknowledges and understands that Gusto’s provision of all Services
will rely on information provided to Gusto by Employer (including, but not
limited to, Employer Data, tax information, payroll information, benefits
information, and employment information about Employer and/or Members). Employer
understands and agrees that Gusto is entitled to rely on all such information
and is not required to independently verify or correct any such information.
Employer accepts sole responsibility for any liability arising from Employer’s
failure to correct or update such information. Employer is responsible for
promptly verifying the accuracy of any content generated by Gusto based on
information provided by Employer and timely notifying Gusto of any inaccuracies
in such content.

Employer will promptly notify Gusto of any third-party notices (including, but
not limited to, notices from the IRS, other government agencies, or insurance
carriers, as applicable) that Employer receives which could affect (a) Gusto’s
ability to effectively provide the Services or (b) increase the likelihood that
a Claim (as defined below) is brought against Employer or Gusto in connection
with the Services.

9. SERVICE PLANS

Certain Services are only available to Employers who have subscribed to one of
our monthly service plans, as described at www.gusto.com/product/pricing
(“Service Plans”). In order to subscribe to any Service Plan, use any Service
(including any applicable add-on services), make a Service available to Members,
Employer must be enrolled in the applicable Service Plan and/or accept the
applicable Additional Terms (as defined below). Gusto may limit access to
Services or Service Plans for Employers who engage in certain high risk business
activities (as determined by Gusto).

10. EMPLOYER’S PAYMENT OBLIGATIONS

Employer agrees to pay the fees for the Services as listed at
gusto.com/product/pricing or other applicable posted or agreed upon rates for
any Service. We may also charge additional fees for exceptions processing,
setup, and other special services (including optional add-on services).
Collectively, all such fees are referred to as “Service Fees.” Unless we state
otherwise, Service Fees are charged for any full or partial calendar months in
which Employer is enrolled in the Service, even if Employer or Employer’s
Members do not use the Service in such month.

Gusto will invoice Employer for all Service Fees. Employer must promptly notify
Gusto of any inaccuracies or errors in any Gusto-issued invoice. Employer
authorizes Gusto to debit the Bank Account for all applicable Service Fees on a
monthly basis in arrears as they become payable and to debit Employer’s Bank
Account for any outstanding Service Fees at any time. Employer agrees to pay any
invoice within fifteen (15) days of receipt via a payment method Gusto deems
acceptable in our sole discretion.

Unless we state otherwise, all Service Fees are non-refundable. In the event of
a refund, Employer agrees to reimburse Gusto for any sales, use, and/or similar
taxes arising from the provision of the Services that any federal, state, and/or
local governments may impose.

Gusto may change any of our Service Fees at any time. Gusto will notify Employer
of such change(s) at least thirty (30) days in advance. Employer’s continued use
of the Platform or applicable Service(s) after a Service Fee change takes effect
constitutes Employer’s acceptance of the change.

If we are unable to collect Service Fees owed by the payment due date for any
reason, or if Employer (or Accountant) attempts to cancel or claw back fees
properly debited by Gusto from Employer’s Bank Account under this Agreement, we
may terminate or suspend the Employer Account and/or Employer’s access to the
Platform or Services until we receive the outstanding amounts due. The foregoing
does not limit any remedies available to Gusto under the Accountant Program
Terms. Termination or suspension of the Employer Account will not relieve
Employer’s obligation to pay outstanding amounts due plus any applicable
exceptions processing fees, bank fees, or charges for return items, plus
interest at the lesser of 18% per annum or the maximum rate permitted by law,
plus attorneys’ fees and other costs of collection (including costs Gusto
reasonably incurs from third party debt collection services) as permitted by
law.

Employer may authorize an Accountant Administrator to pay Employer’s Service
Fees on Employer’s behalf. By so authorizing, Employer understands and agrees
that Employer and Accountant Administrator are jointly and severally liable for
any unpaid Service Fees and for any associated bank fees or costs of collection
reasonably incurred by Gusto.

11. PROMOTIONS AND INSURANCE PRODUCTS DISCLOSURE

We may offer discounts or promotional pricing on our Services, and features in
accordance with our Terms for Promotional Offers & Discounts.

We provide and sell certain insurance products and services through our
affiliate entity, With Gusto Insurance Services, LLC. We also provide Services
unaffiliated with health insurance or the purchase of an insurance contract,
including HR services and payroll services. Employer is under no obligation to
purchase any insurance product from us or our affiliates in exchange for
receiving those non-insurance Services. Similarly, Employer is not required to
purchase any insurance product from us or our affiliates in order to qualify for
or receive any discount or promotion we may offer.

12. SWITCHING SERVICE PLANS; ENROLLING IN OR REMOVING SERVICES

If Employer subscribes to one of our Service Plans, Employer may switch to a new
Service Plan at any time, but no more than once per calendar month. If Employer
upgrades Service Plans, Employer will begin receiving access to the features and
Services available under the new upgraded Service Plan immediately. Unless we
state otherwise, the Service Fees for the upgraded Service Plan will be
reflected on Employer’s monthly invoice at the end of the calendar month in
which Employer upgraded to the new Service Plan. If Employer downgrades to a
less expensive Service Plan, then, unless we state otherwise, the downgrade
(including loss of access to any relevant features or Services) and the
downgraded plan Service Fees will not take effect until the next calendar month.

Employer may also enroll in Services separate and apart from one of our Service
Plans. Employer may enroll in, or remove, any Service at any time unless
otherwise stated in the applicable Additional Terms. When Employer enrolls in a
new Service, Employer will have access to such Service immediately. When
Employer removes a Service, Employer will retain access to such Service until
the end of the calendar month in which Employer removed it.

13. BETA FEATURES

We may provide Employer or Members with access to beta, pilot, trial, or
pre-release features or products (collectively “Beta Features”) via the
Platform. Beta Features are provided as-is. We reserve the right to modify,
change, or discontinue Beta Features at any time with or without notice. By
accessing or using a Beta Feature, Employer agrees to any Additional Terms that
may apply to such Beta Feature, and to follow any and all additional rules or
restrictions that we may place on the use of such Beta Feature.

14. THIRD-PARTY SERVICES, WEBSITES, AND RESOURCES

Employer will be able to elect to receive services from our third party partners
(each a “Third-Party Service”). Gusto is not responsible for and does not own
any such Third-Party Services or any material, information, or results that may
be made available through any Third-Party Services. Employer is solely
responsible for, and assumes all risk from, Employer’s choice to receive, use or
access any Third-Party Service. Employer’s use of any Third-Party Service,
including any Employer Data or personal information Employer may share with or
input into such Third-Party Service, is between Employer and the owner of such
Third-Party Service. If Employer chooses to and authorizes Gusto to share
Employer Data with a Third-Party Service (“Shared Employer Data”) then Employer
(a) represents it has obtained all legal rights to do so, (b) assumes all risks
related to such Shared Employer Data, (c) acknowledges it is solely responsible
for the accuracy of such Shared Employer Data, and (d) agrees that it is solely
responsible for the lawfulness of sharing such Shared Employer Data with the
applicable Third-Party Service. Employer waives and releases any Claim against
Gusto and its directors, officers, and employees arising out of a Third-Party
Service’s use of Shared Employer Data.

The Platform and Services may also contain links to third-party websites or
resources. We provide these links only as a convenience and Gusto is not
responsible for the content, products, or services, or links available or
displayed on those websites or resources. Employer is solely responsible for,
and assumes all risk arising from, Employer’s use of any Third-Party Service,
third-party websites or resources.

15. EMPLOYER’S PROPRIETARY RIGHTS

Subject to the terms of this Agreement, Employer (for itself and all of its
Members) grants Gusto a worldwide, non-exclusive, limited term license to
access, use, process, copy, distribute, perform, export and display Employer
Data, only as necessary (a) to provide, maintain and update the Platform and
Services; (b) to prevent or address service, security, support or technical
issues; (c) as required by law or as permitted under our Privacy Policy; and (d)
as expressly authorized by Employer. Employer represents and warrants that it
has secured all rights in and to Employer Data from its Members as may be
necessary to grant this license. Employer is solely responsible for the
accuracy, quality and legality of Employer Data, the means by which Employer
acquired Employer Data, Employer’s use of Employer Data within the Platform and
Services and Employer’s interoperation of any Employer Data with the Platform
and Services.

Gusto may periodically monitor Employer Data and Employer’s use of Employer Data
for compliance but is not obligated to do so. Gusto reserves the right to remove
Employer Data from the Platform and Services at any time and without notice in
the event that Gusto determines (in our sole discretion) that any Employer Data
or use of Employer Data is in violation of this Agreement, including the
Acceptable Use Policy.

16. GUSTO’S PROPRIETARY RIGHTS

Gusto and our licensors are the exclusive owners of:

 * The Platform, Services and all content included therein (excluding Employer
   Data and Third-Party Services) (“Gusto Content”);

 * Any and all modifications, enhancements, upgrades and updates to the
   Platform, Services, and Gusto Content; and

 * All copyrights, trademarks, service marks, trade secrets, patents and other
   intellectual property rights to the Platform, Services, and Gusto Content
   (registered or unregistered).

All rights not expressly granted to Employer in this Agreement are reserved by
us. This Agreement does not grant Employer any right to copy, transmit,
transfer, modify or create derivative works of the Platform, Services, or Gusto
Content, or reverse engineer, reverse compile, reverse assemble or otherwise
determine or derive source code of the Platform, Services, or Gusto Content, or
any other right in or to the Platform, Services, or Gusto Content not
specifically set forth herein.

Employer acknowledges that the Platform, Services, and Gusto Content are
protected by copyright, trademark, and other laws of the United States and
foreign countries. Employer agrees not to remove, alter, or obscure any
copyright, trademark, service mark, or other proprietary rights notices
incorporated into the Platform, Services, or Gusto Content.

If Employer sends us any feedback or suggestions (“Feedback”), Employer gives
that Feedback entirely voluntarily and grants Gusto an unlimited, irrevocable,
perpetual, sublicensable, transferrable, royalty-free license to use any such
Feedback as we see fit in our sole discretion without obligation, compensation
or restriction of any kind to Employer. Such Feedback may include, but is not
limited to, responses to any surveys Gusto conducts about Employer’s experience
with the Platform or Services.

Gusto grants Employer a limited, revocable, non-exclusive, non-transferable,
non-sublicensable license to access, use, and view the Employer-facing
components of the Gusto Content, Platform and Services solely as necessary for
Employer to use the Services and in accordance with this Agreement and all
applicable Additional Terms.

17. NO PROFESSIONAL OR LEGAL ADVICE; NO GUARANTEED OUTCOMES

Employer’s use of the Platform and Services is entirely at Employer’s own risk.
Except as and unless otherwise stated in applicable Additional Terms, Employer
acknowledges that the Platform, Services, and Gusto Content are meant for
informational purposes only and are not intended to provide and should not be
construed as providing any legal, regulatory, tax, financial, accounting,
employment, or other professional advice. Employer is solely responsible for
ensuring Employer’s compliance with applicable law and regulation, and nothing
in the Gusto Content, Platform, or Services (including, without limitation, any
communications from our customer support team regarding Employer’s use of the
Platform, or Services) should be construed as, or used as a substitute for, the
advice of competent legal or applicable professional counsel. Gusto does not
guarantee or warrant any results or outcome with respect to the Platform,
Services or Gusto Content.

18. CONSENT TO RECEIVE SMS/MMS MESSAGES

Gusto will send the following types of SMS 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. Message frequency may vary. Standard
message and data rates may apply. Note that Gusto will not send you autodialed
marketing SMS or MMS messages unless you expressly agree in writing to receive
such messages. If you would like to opt out of receiving SMS messages, reply
HELP for help or STOP to cancel. For more information, please see our Privacy
Policy.

19. TERMINATION AND SUSPENSION

Employer’s Termination: Employer may cancel the Employer Account at any time
from within the Employer Account. Unless we state otherwise, Employer’s
termination of the Employer Account constitutes the termination of this
Agreement. Unless we state otherwise, Gusto will not prorate any applicable
Service Fees and Employer Accounts canceled in the middle of a month will be
charged the full month’s fees for all Services to which Employer was subscribed
at the time of cancellation. Employer understands and agrees that Employer is
solely responsible for ensuring Employer’s compliance with all applicable law,
including any wage and hour, taxation, and employment regulation that may affect
Employer’s obligations to Members paid through the Payroll Service following
cancellation or termination of the Services.

Gusto’s Termination and Suspension: Gusto may terminate or suspend Services if
you violate this Agreement or any other Gusto terms or your use of the Services
is improper or substantially exceeds or differs from normal use by other
Employers, raises suspicion of fraud, misuse, security concern, illegal activity
or unauthorized access issues.

Effect of Termination: Upon termination of the Services, and except as otherwise
stated in this Section 19 or the applicable Additional Terms, Employer’s and
Members’ rights to access and use all applicable Services(s) to which Employer
subscribed or enrolled will automatically terminate. The Employer Account and
Member accounts will remain accessible in a limited, read-only capacity, subject
to compliance with this Agreement.

The termination of any of the Services or this Agreement will not affect
Employer’s or Gusto’s rights with respect to transactions which occurred before
termination. Gusto will have no liability for any costs, losses, damages,
penalties, fines, expenses, or liabilities arising out of or related to Gusto’s
termination of this Agreement. Any section of this Agreement or applicable
Additional Terms which by their nature should survive termination will survive,
including without limitation all applicable payment obligations, privacy rights
and obligations of Gusto and Employer under Gusto’s Privacy Policy, Gusto’s
responsibilities to comply with federal anti-money laundering regulation, use
restrictions and indemnity obligations, warranty disclaimers, and limitations of
liability.

20. WARRANTY DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF THE
SERVICES OR ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO
CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA OR ANY
INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY EMPLOYER OR MEMBER AND MAKES
NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH DATA AND INFORMATION.
GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (a)
MEET EMPLOYER’S EXPECTATIONS OR REQUIREMENTS; (b) BE COMPLETELY SECURE OR FREE
FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (c) BE FREE FROM
INTERRUPTION, THEFT, OR DESTRUCTION.

Gusto makes no representations or warranties about the Platform’s or Services’
uptime, availability, or permissibility in any particular geographical location.
From time to time, Gusto may conduct scheduled or emergency system maintenance,
during which time the Platform may be inaccessible and unavailable, with or
without notice to Employer. The Platform and Services rely on third-party
technology and services (e.g. web hosting services). Any change to the services
offered by these third-party providers may entirely disable, reduce, or
adversely affect Employer’s use of or access to the Platform and Services. No
oral or written information or advice given by Gusto, its agents, employees, or
representatives will create a warranty or in any way increase the scope of the
warranties in this Agreement.

To the extent any error results from Gusto’s reliance on information provided by
or on behalf of Employer or Member, or anyone that Gusto reasonably believes to
be Company or Member (each, a “Resulting Error”), then Gusto may attempt to
correct the Resulting Error, but makes no warranties or guarantees that it will
be able to partially or fully correct the Resulting Error and will not be liable
for any failure to partially or fully correct such Resulting Error.

21. INDEMNITY

Employer agrees to indemnify and hold harmless Gusto and its officers,
directors, employees, successors, assigns, representatives, subsidiaries,
affiliates, and agents (the “Indemnified Parties”), from and against any losses,
damages, expenses, claims, actions, disputes, suits, proceedings, and demands
(including, without limitation, reasonable legal and accounting fees)
(“Claims”), without regard to merit or lack thereof arising out of or related in
any way to (a) Employer’s or its Member’s access to, use of, or participation in
the Platform and Services or Gusto Content; (b) Employer Data or Shared Employer
Data; (c) violation or alleged violation of this Agreement or any instructions
provided by Gusto with respect to Employer’s or Employer’s Member’s use of the
Platform and Services; (d) Employer’s or its Member’s violation or alleged
violation of any third party right; (e) Employer’s or its Member’s violation or
alleged violation of any applicable law, rule, or regulation; (f) Employer’s or
its Member’s gross negligence, fraudulent activity, or willful misconduct; (g)
Gusto’s or any other Indemnified Party’s use of or reliance on information or
data furnished by or on behalf of Employer; (h) actions that Gusto or any other
Indemnified Party undertakes at the request or instruction of Employer or anyone
that Gusto or any other Indemnified Party reasonably believes to be Employer or
acting with authority on behalf of Employer (each such action a “Requested
Action”); or (i) Gusto’s or any other Indemnified Party’s use of or reliance on
information or data resulting from such Requested Actions.

22. LIMITATION OF LIABILITY

To the extent permitted by applicable law, Gusto is not liable, and Employer
agrees not to hold Gusto responsible for, any damages or losses resulting
directly or indirectly from (a) Employer Data or Gusto’s or a third party’s
reliance on certain Employer Data; (b) Resulting Errors; (c) Employer’s delay in
providing, or failure to provide, Gusto with information necessary for its
provision of the Services; (d) Employer’s violation of applicable law, rule,
regulation or other applicable legal obligation; (e) unauthorized third-party
actions taken in Employer’s Account or sharing of your Account credentials; (f)
Employer’s or its Member’s negligence; (g) any Claims that could have reasonably
been avoided or mitigated by Employer through reasonable efforts; (h) any
Requested Actions; (j) Employer’s or Members’ failure to properly follow Gusto’s
instructions with respect to the Platform, Gusto Content, or Services; or (k)
Employer’s or its Member’s use or inability to use the Platform or the Services.

NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING
THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF
DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR
THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, GUSTO
CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO EMPLOYER. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE
PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS EMPLOYER HAS PAID TO GUSTO FOR
USE OF THE PLATFORM, SERVICES, OR GUSTO CONTENT IN THE SIX (6) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.

23. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICES

Gusto may modify this Agreement at any time, in Gusto’s sole discretion,
effective upon posting of an updated version of this Agreement. It is important
that Employer reviews each modified version of the Agreement as Employer’s
continued use of the Platform or Services after such changes are posted
constitutes Employer’s agreement to be bound by the modified Agreement. If
Employer does not agree to be bound by the modified Agreement, then Employer may
not continue to use the Platform or Services. Because the Platform and Services
evolve over time, Gusto may change or discontinue all or any part of the
Platform or Services at any time and without notice, and without liability to
Employer, at Gusto’s sole discretion.

24. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW.

 1.  Informal Dispute Resolution. “Dispute” includes any past, present, or
     future dispute, claim (including initial claims, counter-claims,
     third-party claims, or otherwise), or controversy relating to or arising
     out of this Agreement, the Platform or Services, whether in law, equity, or
     otherwise, including the validity or enforceability of this Section 24 or
     the Agreement. If a Dispute arises, our goal is to learn about and address
     your concerns and, if we are unable to do so to your satisfaction, to
     provide a neutral and cost effective means of resolving the Dispute
     quickly. Before filing any Dispute in arbitration or, for an excluded
     matter, in court, you will try to resolve the specific issue underlying the
     Dispute informally by contacting our customer service team. We will also
     undertake reasonable efforts to contact you to resolve any Dispute
     informally before taking any formal action. If your Dispute is not resolved
     within sixty (60) days after you contact our customer service team, you or
     Gusto may initiate a formal action as described in this Section 24.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 24 (the “Arbitration Provision”), unless you opt
     out as provided in Section 24.C below or your Dispute is subject to an
     explicit exception to this Arbitration Provision. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, misappropriation or violation of a party’s
     intellectual property rights (an “IP Protection Action”).

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice as
     described below within thirty (30) days of the date of your electronic
     acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”)
     or, for current Employers, within thirty (30) days of Gusto’s notice of
     modifications to these Terms. For your convenience we have provided a form
     Arbitration Opt-Out Notice here. Please complete and email the completed
     form, including all required fields, to legal-opt-outs@gusto.com. If you
     don’t provide Gusto with a completed Arbitration Opt-Out Notice within the
     thirty (30) day period, you will be deemed to have knowingly and
     intentionally waived your right to litigate any Dispute except with regard
     to a Small Claims Action or an IP Protection Action, as expressly set forth
     in Section 24.B above. Your opt-out will be effective only for Disputes
     that arise after acceptance of the Terms, or the effective date of the
     updated Terms for which you have submitted an Arbitration Opt-Out Notice
     (whichever is later).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 24 is found not to
     apply, the exclusive jurisdiction and venue of any Dispute will be the
     state and federal courts located in the County of San Francisco, CA and you
     and Gusto waive any objection to jurisdiction and venue in such courts. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 24.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS Rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     24, if a party seeks injunctive relief that would significantly impact
     other Employers as reasonably determined by either party, the parties agree
     that such arbitration will proceed on an individual basis but will be
     handled by a panel of three (3) arbitrators. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 24 shall make that determination.
     If the arbitrator determines a three-person panel is appropriate, the
     arbitrator may – if selected by either party or as the chair by the two
     party-selected arbitrators – participate in the arbitral panel. Except as
     and to the extent otherwise may be required by law, the arbitration
     proceeding and any award shall be confidential. This Arbitration Provision
     shall be construed under and be subject to the Federal Arbitration Act,
     notwithstanding any other choice of law set out in this Agreement.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of these Terms. With the exception
     of Section 24.F, if a court decides that any part of this Arbitration
     Provision is invalid or unenforceable, then the remaining portions of this
     Arbitration Provision shall nevertheless remain valid and in force. In the
     event that a court finds that all or any portion of Section 24.F to be
     invalid or unenforceable, then the entirety of this Arbitration Provision
     shall be deemed void and any remaining Dispute must be litigated in court
     pursuant to Section 24.D.

25. FORCE MAJEURE

Gusto is not liable for any delay or failure in performance of its obligations
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, terrorist acts, failures
by a third-party technology service provider, riots, fires, earthquakes, floods,
pandemics, power outages, strikes, weather conditions, acts of hackers, acts of
internet service providers, acts of any other third party, or acts or omissions
of Employer, Employer’s agents, assigns or any other third party acting on
Employer’s behalf.

26. GENERAL

This Agreement (including all applicable Additional Terms, Gusto’s Privacy
Policy, the Acceptable Use Policy, and any supplemental policies or terms which
Gusto may present for review and acceptance at the time Employer subscribes to
the applicable Service or Service Plan), constitutes the entire agreement
between Gusto and Employer regarding the Platform and Services and replaces all
prior agreements, oral or written, regarding this subject matter. If any part of
this Agreement is deemed to be unenforceable or invalid, that section will be
removed without affecting the validity or enforceability of the remainder of the
Agreement. Employer may not assign this Agreement, by operation of law or
otherwise, without Gusto’s prior written consent. Any attempt by Employer to
assign or transfer this Agreement, without such consent, will be null. Gusto may
freely assign or transfer this Agreement without restriction. The provisions of
this Agreement shall inure to the benefit of, and be binding upon, the parties
and their respective successors and permitted assigns. This Agreement shall be
interpreted and construed in accordance with the laws of the State of
California, without regard to the conflicts of laws principles thereof.

Any notices or other communications provided by Gusto under this Agreement,
including those regarding modifications to this Agreement, will be given: (a)
via email; or (b) by posting to the Platform. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

27. ELECTRONIC TRANSMISSION OF THE AGREEMENT

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

28. CONTACT INFORMATION

If Employer has any questions about this Agreement, the Platform, or the
Services, Employer may contact Gusto at support@gusto.com. Gusto will not be
able to accept Employer questions, Feedback, or complaints at Gusto’s physical
locations. If Employer is a California resident, Employer may report complaints
regarding the Services by contacting the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs
at:

Department of Consumer Affairs

Consumer Information Division

1625 North Market Blvd., Suite N 112

Sacramento, CA 95834

Phone Number: (800) 952-5210







EFFECTIVE OCTOBER 19, 2023  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. PRIVACY POLICY

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. ELECTRONIC TRANSMISSION

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

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 19, 2023  TO  OCTOBER 19, 2023

Download

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.



5. 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. PRIVACY POLICY



Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.



11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.



13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.



15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.



21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.



27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.



28. ELECTRONIC TRANSMISSION

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



29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.



5. 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. PRIVACY POLICY



Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.



11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.



13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.



15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.



21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.



27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.



28. ELECTRONIC TRANSMISSION

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



29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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.

&TAB;

1. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.

	

																																																																																																																																			

Service PlanService TermsCore 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 SimplePayroll Service TermsPlusPayroll Service TermsPlus
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 ServiceService TermsHealth Insurance Benefits ServiceHealth Insurance
Benefits Service TermsTax-Advantaged Accounts ServiceTax-Advantaged Accounts
Service TermsWorkers’ Compensation ServiceWorkers’ Compensation Service
TermsInternational Contractor Payments ServiceInternational Contractor Payments
Service TermsR&D Tax Credit Redemption ServiceR&D Tax Credit Redemption Service
TermsState Tax Registration ServiceState Tax Registration Service
TermsBackground Checks BetaBackground Checks Beta TermsGusto R&D Tax Credit
ServicesGusto R&D Tax Credit Services TermsHuman Resources ServiceHuman
Resources Service TermsHR Support Center ServiceHR 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).

&TAB;

2. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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.

&TAB;

3. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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.

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4. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

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5. 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.

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6. PRIVACY POLICY

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Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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.

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7. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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.

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9. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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.

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10. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

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11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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.

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12. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

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13. 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.

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14. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

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15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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.

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16. 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. 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.

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17. 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. 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.

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18. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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.

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19. 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.

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20. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

&TAB;

21. 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.

&TAB;

22. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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.

&TAB;

24. 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.

&TAB;

25. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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.

&TAB;

26. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

&TAB;

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

&TAB;

28. ELECTRONIC TRANSMISSION

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

&TAB;

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.



5. 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. PRIVACY POLICY



Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.



11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.



13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.



15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.



21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.



27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.



28. ELECTRONIC TRANSMISSION

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



29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 29, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. User Accounts

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. Privacy Policy

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-Signatures

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. Warranty Disclaimers

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. Term; Termination; Suspension

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. Changes to the Agreement, Platform, or Service

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. Electronic Transmission

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

29. Contact Information

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 3.0  (Current) Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 2024

Download

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TABLE OF CONTENTS

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Please note: These updated terms will take effect on March 22, 2024. Your
continued use of our products and services after March 22, 2024 will constitute
your acceptance of these updates. To review the outgoing terms, please click
here.

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”). For purposes of these Members Terms, we refer to independent
contractors as “Contractor” and employees “Employees”. Collectively, Contractors
and Employees are referred to as “Members”. 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.

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”). 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.

ARBITRATION NOTICE: SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE
YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. 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. 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”). 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.

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. 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.

You must enter a unique username and password in order to access the Member
Account, and must keep the username and password confidential. You accept all
risks of unauthorized use of the Member Account if security and confidentiality
of the Member Account credentials are not maintained. If you believe that the
Member Account credentials have been accessed or compromised by an unauthorized
third party, you should contact us immediately. 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. 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.
Contractors may not be eligible for some or all Employer-Provided Services or
Member Services. Certain Third-Party Services (as defined below),
Employer-Provided Services, and Member Services are or may be subject to
additional terms (“Additional Terms”).

A. 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. 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). If you have questions about using
any Employer-Provided Services you should direct them to Employer. Employer may
revoke or modify your access to Employer-Provided Services at any time, subject
to any applicable Additional Terms.

Personal information and documentation that you upload to your Member Account
for use in Employer-Provided Services is referred to as Employer Data. Gusto
processes and retains Employer Data at the direction of Employer and in
accordance with applicable law and legal obligations. 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. 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. You understand
and agree that Employer’s choices may result in the access, use, deletion,
disclosure or modification of certain Employer Data.

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.

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. 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. Gusto may monitor use of the Platform and Services for compliance with
this Agreement, but is not obligated to do so. You agree to cooperate with Gusto
in the event of any such direct intervention.

B. 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”). Contractors may not be eligible for some or all
Member Services. 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. 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. 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.

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. 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. The Privacy Policy is incorporated into this Agreement with full force and
effect.

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. Gusto’s performance of Member Services will rely on information you
provide to Gusto. Gusto is entitled to rely on all such information and is not
required to independently verify or correct any such information. You accept
sole responsibility for any liability arising from your failure to correct or
update such information.

3. 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. 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. You are solely responsible for,
and assume all risk from, your choice to receive, use or access any Third-Party
Service. 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. 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.

The Platform and Services may also contain links to third-party websites or
resources. 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. You are solely responsible for, and assume all risk
arising from, your use of any Third-Party Service, third-party websites or
resources.

4. DIRECT DEPOSIT

The terms in this Section only apply to Employees that elect to receive wages
via direct deposit through the Platform.

You may elect to instruct Employer, via the Platform, to deposit your paycheck
into a bank account in your name. You may also designate amounts of your
choosing from your paycheck to be deposited into multiple bank accounts in your
name. 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. Any changes will be applied to the first paycheck that is
deposited at least four (4) business days after you submit the change.

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. 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. 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”).

You represent and warrant that you meet the following eligibility criteria:

 1. Your bank account is located in the United States; and

 2. You have completed Form W-9.

You further agree to comply with all applicable laws and regulations. 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. 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. Beta Features are provided as-is. We reserve the right to
modify, change, or discontinue Beta Features at any time with or without notice.
By accessing or using a Beta Feature 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. 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. 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).

All rights not expressly granted to Member in this Agreement are reserved by us
or our licensors. 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.

You acknowledge that the Platform, Services, and Gusto Content is protected by
copyright, trademark, and other laws of the United States and foreign countries.
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.

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. Such Feedback may include, but is not limited to,
responses to any surveys Gusto conducts about your experience with the Platform
or Services.

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. 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. Message frequency may vary. Standard
message and data rates may apply. Note that Gusto will not send you autodialed
marketing SMS or MMS messages unless you expressly agree in writing to receive
such messages. If you would like to opt out of receiving SMS messages, reply
HELP for help or STOP to cancel. For more information, please see our Privacy
Policy.

You certify, warrant and represent that the telephone number you have provided
to us is your contact number and not someone else’s number. You represent that
you are permitted to receive calls and text messages at the telephone number you
have provided to us. You agree to promptly alert us whenever you stop using a
telephone number. 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. 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. NO PROFESSIONAL OR LEGAL ADVICE; NO GUARANTEED OUTCOMES

Your use of the Platform and Services is entirely at your own risk. 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. 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. Gusto does not guarantee or warrant any results
or outcome with respect to the Platform, Services or Gusto Content.

11. TERMINATION

Termination by Gusto: We may immediately terminate this Agreement and the Member
Account without notice or liability to you. 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.

Effect of Termination: Upon termination of this Agreement, your access to the
Member Account and certain Services will immediately cease. Termination of this
Agreement will not affect any of our rights or your obligations arising under
this Agreement prior to such termination.

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. WARRANTY DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. 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. 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.

Gusto makes no representations or warranties about the Platform’s uptime,
availability, or permissibility in any particular geographical location. From
time to time, Gusto may conduct scheduled or emergency system maintenance,
during which time the Platform may be inaccessible and unavailable, with or
without notice. The Platform and Services rely on third-party technology and
services (e.g. web hosting services). Any change to the services offered by
these third-party providers may entirely disable, reduce, or adversely affect
your use of or access to the Platform and Services.

Any error that results from Gusto’s reliance on information provided by or on
behalf of Employer or Member is a “Resulting Error”. Gusto makes no warranties
or guarantees that it will be able to partially or fully correct Resulting
Errors.

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. 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. 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.

NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING
THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF
DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR
THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, GUSTO
CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO USER. 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. 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. Such amendments or changes will
be effective upon the effective date and posting of the updated version of this
Agreement. You will be notified of any change in the manner provided by
applicable law prior to the effective date of the change. 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. If you do not agree to be bound by the modified
Agreement, then you may terminate your Member Account as provided in this
Agreement. 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. DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW.

 1.  Informal Dispute Resolution. 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. 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. 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. Similarly, Gusto will undertake reasonable efforts
     to contact you to resolve any Dispute we may have informally before taking
     any formal action. 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.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 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. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, the misappropriation or violation of a party’s
     copyrights, trademarks, trade secrets, patents or other intellectual
     property rights (an “IP Protection Action”). Disputes include matters
     arising as initial claims, counter‐claims, cross-claims, third-party
     claims, or otherwise.

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice to
     legal-opt-outs@gusto.com, 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. 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. 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. 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).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 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. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     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. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 16.G shall make that
     determination. If the arbitrator determines a three-person panel is
     appropriate, the arbitrator may – if selected by either party or as the
     chair by the two party-selected arbitrators – participate in the arbitral
     panel. Except as and to the extent otherwise may be required by law, the
     arbitration proceeding and any award shall be confidential. This
     Arbitration Provision shall be construed under and be subject to the
     Federal Arbitration Act, notwithstanding any other choice of law set out in
     this Agreement.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of this Agreement. 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. 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. 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. 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. GENERAL

 1. Entire Agreement. 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. 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.

 2. Assignment. Member may not assign this Agreement, by operation of law or
    otherwise, without Gusto’s prior written consent. Any attempt by Member to
    assign or transfer this Agreement, without such consent, will be null. Gusto
    may freely assign or transfer this Agreement without restriction. The
    provisions of this Agreement shall inure to the benefit of, and be binding
    upon, the parties and their respective successors and permitted assigns.

 3. Notices. 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. For notices
    made by e-mail, the date of receipt will be deemed the date on which such
    notice is given. For notices made by posting to the Platform, the date of
    such posting will be deemed the date that notice is given.

 4. Waiver and Remedies. Gusto’s failure to enforce any right or provision of
    this Agreement will not be considered a waiver of such right or provision.
    The waiver of any such right or provision will be effective only if in
    writing and signed by a duly authorized representative of Gusto. Except as
    expressly set forth in this Agreement, the exercise by either party of any
    of its remedies under this Agreement will be without prejudice to its other
    remedies under this Agreement or otherwise.

20. CONTACT INFORMATION

If Member has any questions about this Agreement or the Member Services, Member
may contact Gusto at support@gusto.com. Gusto will not be able to accept Member
questions, Feedback, or complaints at Gusto’s physical locations. 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 21, 2024  TO  FEBRUARY 21, 2024

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PLEASE NOTE: THESE UPDATED TERMS WILL TAKE EFFECT ON MARCH 22, 2024. YOUR
CONTINUED USE OF OUR PRODUCTS AND SERVICES AFTER MARCH 22, 2024 WILL CONSTITUTE
YOUR ACCEPTANCE OF THESE UPDATES. TO REVIEW THE OUTGOING TERMS, PLEASE CLICK
HERE.

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”). For purposes of these Members Terms, we refer to independent
contractors as “Contractor” and employees “Employees”. Collectively, Contractors
and Employees are referred to as “Members”. 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.

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”). 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.

ARBITRATION NOTICE: SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT REQUIRE
YOU AND GUSTO TO RESOLVE MOST DISPUTES THROUGH FINAL, BINDING ARBITRATION. 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. 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”). 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.

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. 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.

You must enter a unique username and password in order to access the Member
Account, and must keep the username and password confidential. You accept all
risks of unauthorized use of the Member Account if security and confidentiality
of the Member Account credentials are not maintained. If you believe that the
Member Account credentials have been accessed or compromised by an unauthorized
third party, you should contact us immediately. 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. 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.
Contractors may not be eligible for some or all Employer-Provided Services or
Member Services. Certain Third-Party Services (as defined below),
Employer-Provided Services, and Member Services are or may be subject to
additional terms (“Additional Terms”).

A. 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. 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). If you have questions about using
any Employer-Provided Services you should direct them to Employer. Employer may
revoke or modify your access to Employer-Provided Services at any time, subject
to any applicable Additional Terms.

Personal information and documentation that you upload to your Member Account
for use in Employer-Provided Services is referred to as Employer Data. Gusto
processes and retains Employer Data at the direction of Employer and in
accordance with applicable law and legal obligations. 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. 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. You understand
and agree that Employer’s choices may result in the access, use, deletion,
disclosure or modification of certain Employer Data.

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.

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. 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. Gusto may monitor use of the Platform and Services for compliance with
this Agreement, but is not obligated to do so. You agree to cooperate with Gusto
in the event of any such direct intervention.

B. 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”). Contractors may not be eligible for some or all
Member Services. 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. 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. 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.

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. 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. The Privacy Policy is incorporated into this Agreement with full force and
effect.

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. Gusto’s performance of Member Services will rely on information you
provide to Gusto. Gusto is entitled to rely on all such information and is not
required to independently verify or correct any such information. You accept
sole responsibility for any liability arising from your failure to correct or
update such information.

3. 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. 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. You are solely responsible for,
and assume all risk from, your choice to receive, use or access any Third-Party
Service. 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. 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.

The Platform and Services may also contain links to third-party websites or
resources. 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. You are solely responsible for, and assume all risk
arising from, your use of any Third-Party Service, third-party websites or
resources.

4. DIRECT DEPOSIT

The terms in this Section only apply to Employees that elect to receive wages
via direct deposit through the Platform.

You may elect to instruct Employer, via the Platform, to deposit your paycheck
into a bank account in your name. You may also designate amounts of your
choosing from your paycheck to be deposited into multiple bank accounts in your
name. 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. Any changes will be applied to the first paycheck that is
deposited at least four (4) business days after you submit the change.

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. 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. 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”).

You represent and warrant that you meet the following eligibility criteria:

 1. Your bank account is located in the United States; and

 2. You have completed Form W-9.

You further agree to comply with all applicable laws and regulations. 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. 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. Beta Features are provided as-is. We reserve the right to
modify, change, or discontinue Beta Features at any time with or without notice.
By accessing or using a Beta Feature 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. 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. 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).

All rights not expressly granted to Member in this Agreement are reserved by us
or our licensors. 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.

You acknowledge that the Platform, Services, and Gusto Content is protected by
copyright, trademark, and other laws of the United States and foreign countries.
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.

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. Such Feedback may include, but is not limited to,
responses to any surveys Gusto conducts about your experience with the Platform
or Services.

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. 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. Message frequency may vary. Standard
message and data rates may apply. Note that Gusto will not send you autodialed
marketing SMS or MMS messages unless you expressly agree in writing to receive
such messages. If you would like to opt out of receiving SMS messages, reply
HELP for help or STOP to cancel. For more information, please see our Privacy
Policy.

You certify, warrant and represent that the telephone number you have provided
to us is your contact number and not someone else’s number. You represent that
you are permitted to receive calls and text messages at the telephone number you
have provided to us. You agree to promptly alert us whenever you stop using a
telephone number. 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. 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. NO PROFESSIONAL OR LEGAL ADVICE; NO GUARANTEED OUTCOMES

Your use of the Platform and Services is entirely at your own risk. 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. 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. Gusto does not guarantee or warrant any results
or outcome with respect to the Platform, Services or Gusto Content.

11. TERMINATION

Termination by Gusto: We may immediately terminate this Agreement and the Member
Account without notice or liability to you. 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.

Effect of Termination: Upon termination of this Agreement, your access to the
Member Account and certain Services will immediately cease. Termination of this
Agreement will not affect any of our rights or your obligations arising under
this Agreement prior to such termination.

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. WARRANTY DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. 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. 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.

Gusto makes no representations or warranties about the Platform’s uptime,
availability, or permissibility in any particular geographical location. From
time to time, Gusto may conduct scheduled or emergency system maintenance,
during which time the Platform may be inaccessible and unavailable, with or
without notice. The Platform and Services rely on third-party technology and
services (e.g. web hosting services). Any change to the services offered by
these third-party providers may entirely disable, reduce, or adversely affect
your use of or access to the Platform and Services.

Any error that results from Gusto’s reliance on information provided by or on
behalf of Employer or Member is a “Resulting Error”. Gusto makes no warranties
or guarantees that it will be able to partially or fully correct Resulting
Errors.

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. 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. 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.

NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING
THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF
DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR
THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, GUSTO
CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO USER. 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. 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. Such amendments or changes will
be effective upon the effective date and posting of the updated version of this
Agreement. You will be notified of any change in the manner provided by
applicable law prior to the effective date of the change. 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. If you do not agree to be bound by the modified
Agreement, then you may terminate your Member Account as provided in this
Agreement. 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. DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 16.D BELOW.

 1.  Informal Dispute Resolution. 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. 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. 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. Similarly, Gusto will undertake reasonable efforts
     to contact you to resolve any Dispute we may have informally before taking
     any formal action. 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.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 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. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, the misappropriation or violation of a party’s
     copyrights, trademarks, trade secrets, patents or other intellectual
     property rights (an “IP Protection Action”). Disputes include matters
     arising as initial claims, counter‐claims, cross-claims, third-party
     claims, or otherwise.

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice to
     legal-opt-outs@gusto.com, 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. 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. 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. 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).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 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. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 16.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     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. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 16.G shall make that
     determination. If the arbitrator determines a three-person panel is
     appropriate, the arbitrator may – if selected by either party or as the
     chair by the two party-selected arbitrators – participate in the arbitral
     panel. Except as and to the extent otherwise may be required by law, the
     arbitration proceeding and any award shall be confidential. This
     Arbitration Provision shall be construed under and be subject to the
     Federal Arbitration Act, notwithstanding any other choice of law set out in
     this Agreement.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of this Agreement. 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. 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. 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. 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. GENERAL

 1. Entire Agreement. 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. 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.

 2. Assignment. Member may not assign this Agreement, by operation of law or
    otherwise, without Gusto’s prior written consent. Any attempt by Member to
    assign or transfer this Agreement, without such consent, will be null. Gusto
    may freely assign or transfer this Agreement without restriction. The
    provisions of this Agreement shall inure to the benefit of, and be binding
    upon, the parties and their respective successors and permitted assigns.

 3. Notices. 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. For notices
    made by e-mail, the date of receipt will be deemed the date on which such
    notice is given. For notices made by posting to the Platform, the date of
    such posting will be deemed the date that notice is given.

 4. Waiver and Remedies. Gusto’s failure to enforce any right or provision of
    this Agreement will not be considered a waiver of such right or provision.
    The waiver of any such right or provision will be effective only if in
    writing and signed by a duly authorized representative of Gusto. Except as
    expressly set forth in this Agreement, the exercise by either party of any
    of its remedies under this Agreement will be without prejudice to its other
    remedies under this Agreement or otherwise.

20. CONTACT INFORMATION

If Member has any questions about this Agreement or the Member Services, Member
may contact Gusto at support@gusto.com. Gusto will not be able to accept Member
questions, Feedback, or complaints at Gusto’s physical locations. 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 31, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. PRIVACY POLICY

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. ELECTRONIC TRANSMISSION

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

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 5.0  (Current) Version 4.0 Version 3.0 Version 2.1 Version 2.0
Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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. Your continued
use of our products and services after March 22, 2024 will constitute your
acceptance of these updates. To review the outgoing terms, please click here.

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.

ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT
REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION.
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.

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. 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. These
Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of
Service.

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. 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. 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”.

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).

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. FIRM ACCOUNTS AND SERVICES

 1. Firm Accounts and Permissions

Accountant must create an account in order to access or use Gusto Pro (“Firm
Account”). 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. 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. Accountant must authorize at least one representative to act as an
administrator for the Firm Account (each, a “Firm Administrator”).

Each Firm Administrator will access the Firm Account through a Firm
Administrator profile (“Administrator Profile”). 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. 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.

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.
Accountant understands and agrees that Clients may provide information to Gusto
at Gusto’s request. Such information may include but is not limited to
information regarding the Firm Account and Accountant’s payment of Client
Service Fees (defined below).

Accountant should regularly review Firm User permissions to ensure that only
authorized individuals retain access to the Firm Account. 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. Gusto may review Firm
User conduct within the Firm Account for compliance purposes, but is not
obligated to do so. 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.

 2. Accountant Services

Subject to Accountant’s compliance with this Agreement, Gusto will provide
Accountant with the Accountant Services below. 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. Gusto reserves the right to change, modify, or
terminate any of the Accountant Services at any time with or without notice.

 * 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. ACCOUNTANT RESPONSIBILITIES RELATED TO THE SERVICE

 1. 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. Please review
important information about how to protect your credentials and the Firm Account
from fraud and online phishing schemes here.

 2. 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”). 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.

Accountant accepts all risks of unauthorized use of the Firm Account.
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. 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.

Accountant agrees not to grant Firm Account access to, or disclose any Firm User
log-in credentials to, Prohibited Third Parties. 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. 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”).
Accountants participating in the Accountant Partner Program are referred to as
an “Accountant Partner” or “Partner”.

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.
Gusto may choose to accept, decline or expel any person, accounting firm or
accountant, Partner or Partner Client from the Program at any time.

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.

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”). Accountant Partner’s
selection of a Discount Incentive or the Revenue Share Incentive is considered
an “Incentive Selection”.

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. A Firm Administrator may change the Incentive Selection at any time
through the Firm Account. More information about Incentive types can be found at
www.gusto.com/partners/accountants (the “Website”).

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”).

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”). 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. In order to receive an applicable Revenue Share, the
Accountant Partner must have linked a bank account to the Firm Account.

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.

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. In any such event, the parties will engage in good faith
discussions to timely resolve such discrepancy.

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.
Partners must Enroll one (1) Partner Client every twelve (12) months to qualify
for an additional twelve (12) months of free access. Partners may enjoy Free
Payroll and Free HR Tools for up to 150 employees.

4. 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. 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. Collectively, all such content or
information is referred to herein as “Accountant Data”.

Accountant is solely responsible for ensuring that the collection and/or
processing of Accountant Data is compliant with all applicable laws and
regulations. 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.
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. 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. 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.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Accountant Data may
not be removed from the Platform. Gusto is not responsible or liable to
Accountant for the removal or deletion of (or the failure to remove or delete)
any Accountant Data. 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.

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. Our
Privacy Policy is incorporated into these Terms by reference and is available at
www.gusto.com/about/privacy.

5. ACCOUNTANT PAYMENT OBLIGATIONS

 1. 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. Gusto will invoice Accountant for all Client Service Fees per this
election. 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. Accountant agrees to pay any
invoice within fifteen (15) days of receipt via a payment method Gusto deems
acceptable in our sole discretion. 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.

Unless we state otherwise, all fees are non-refundable. 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.

Gusto may change any of our Client Service Fees at any time. In any such event,
Gusto will notify the Accountant of the change at least thirty (30) days in
advance. Accountant’s continued use of the Platform or applicable Service(s)
after a Client Service Fee change constitutes Accountant’s acceptance of the
change.

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. 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). 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.

 2. Accountant is Responsible for Maintaining Sufficient Bank Account Funds.

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. 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). For more information on debit dates please visit
our Help Center.

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. 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. 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. 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.
Accountant Beta Features are provided as-is. We reserve the right to modify,
change, or discontinue Accountant Beta Features at any time with or without
notice. 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. 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. 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. 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. Accountant understands and agrees that Gusto is not acting
in a fiduciary capacity for Accountant or Accountant’s Clients in performing the
Payroll Services. Gusto does not guarantee or warrant any results or outcome
with respect to Gusto Pro, Accountant Services or Gusto Content.

8. TERMINATION AND SUSPENSION

 1. Firm Account Termination

Accountant may cancel the Firm Account at any time from within the Firm Account.
Unless we state otherwise, Accountant’s termination of the Firm Account
constitutes the termination of this Agreement. 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. 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.

 2. 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.

 3. 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. The Firm Account and Firm User Profiles
will remain accessible in a read only capacity, subject to compliance with this
Agreement.

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. Gusto will have no liability for any costs, losses,
damages, penalties, fines, expenses, or liabilities arising out of or related to
Gusto’s termination of this Agreement. Any section of this Agreement or
applicable Additional Terms which by their nature should survive termination
will survive, including without limitation all applicable payment obligations,
privacy rights and obligations of Gusto and 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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT.

11. 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. 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.
If Accountant does not agree to be bound by the modified Agreement, then
Accountant may not continue to use the Platform, Programs or Services. 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. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW.

 1.  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. If a Dispute arises, our goal is to learn about and address
     your concerns and, if we are unable to do so to your satisfaction, to
     provide a neutral and cost effective means of resolving the Dispute
     quickly. Before filing any Dispute in arbitration or, for an excluded
     matter, in court, you will try to resolve the specific issue underlying the
     Dispute informally by contacting our customer service team. We will also
     undertake reasonable efforts to contact you to resolve any Dispute
     informally before taking any formal action. If your Dispute is not resolved
     within sixty (60) days after you contact our customer service team, you or
     Gusto may initiate a formal action as described in this Section 12.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 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. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, misappropriation or violation of a party’s
     intellectual property rights (an “IP Protection Action”).

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice as
     described below within thirty (30) days of the date of your electronic
     acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”)
     or, for current Accountants, within thirty (30) days of Gusto’s notice of
     modifications to these Terms. For your convenience we have provided a form
     Arbitration Opt-Out Notice www.gusto.com/legal/opt-out. Please complete and
     email the completed form, including all required fields, to
     legal-opt-outs@gusto.com. If you don’t provide Gusto with a completed
     Arbitration Opt-Out Notice within the thirty (30) day period, you will be
     deemed to have knowingly and intentionally waived your right to litigate
     any Dispute except with regard to a Small Claims Action or an IP Protection
     Action, as expressly set forth in Section 12.B above. Your opt-out will be
     effective only for Disputes that arise after acceptance of the Terms, or
     the effective date of the updated Terms for which you have submitted an
     Arbitration Opt-Out Notice (whichever is later).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 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. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS Rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     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. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 12 shall make that determination.
     If the arbitrator determines a three-person panel is appropriate, the
     arbitrator may – if selected by either party or as the chair by the two
     party-selected arbitrators – participate in the arbitral panel. Except as
     and to the extent otherwise may be required by law, the arbitration
     proceeding and any award shall be confidential. This Arbitration Provision
     shall be construed under and be subject to the Federal Arbitration Act,
     notwithstanding any other choice of law set out in these Terms.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of this Agreement. 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. 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 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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. Your continued
use of our products and services after March 22, 2024 will constitute your
acceptance of these updates. To review the outgoing terms, please click here.

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.

ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT
REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION.
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.

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. 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. These
Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of
Service.

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. 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. 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”.

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).

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. FIRM ACCOUNTS AND SERVICES

 1. Firm Accounts and Permissions

Accountant must create an account in order to access or use Gusto Pro (“Firm
Account”). 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. 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. Accountant must authorize at least one representative to act as an
administrator for the Firm Account (each, a “Firm Administrator”).

Each Firm Administrator will access the Firm Account through a Firm
Administrator profile (“Administrator Profile”). 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. 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.

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.
Accountant understands and agrees that Clients may provide information to Gusto
at Gusto’s request. Such information may include but is not limited to
information regarding the Firm Account and Accountant’s payment of Client
Service Fees (defined below).

Accountant should regularly review Firm User permissions to ensure that only
authorized individuals retain access to the Firm Account. 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. Gusto may review Firm
User conduct within the Firm Account for compliance purposes, but is not
obligated to do so. 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.

 2. Accountant Services

Subject to Accountant’s compliance with this Agreement, Gusto will provide
Accountant with the Accountant Services below. 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. Gusto reserves the right to change, modify, or
terminate any of the Accountant Services at any time with or without notice.

 * 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. ACCOUNTANT RESPONSIBILITIES RELATED TO THE SERVICE

 1. 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. Please review
important information about how to protect your credentials and the Firm Account
from fraud and online phishing schemes here.

 2. 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”). 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.

Accountant accepts all risks of unauthorized use of the Firm Account.
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. 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.

Accountant agrees not to grant Firm Account access to, or disclose any Firm User
log-in credentials to, Prohibited Third Parties. 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. 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”).
Accountants participating in the Accountant Partner Program are referred to as
an “Accountant Partner” or “Partner”.

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.
Gusto may choose to accept, decline or expel any person, accounting firm or
accountant, Partner or Partner Client from the Program at any time.

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.

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”). Accountant Partner’s
selection of a Discount Incentive or the Revenue Share Incentive is considered
an “Incentive Selection”.

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. A Firm Administrator may change the Incentive Selection at any time
through the Firm Account. More information about Incentive types can be found at
www.gusto.com/partners/accountants (the “Website”).

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”).

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”). 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. In order to receive an applicable Revenue Share, the
Accountant Partner must have linked a bank account to the Firm Account.

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.

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. In any such event, the parties will engage in good faith
discussions to timely resolve such discrepancy.

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.
Partners must Enroll one (1) Partner Client every twelve (12) months to qualify
for an additional twelve (12) months of free access. Partners may enjoy Free
Payroll and Free HR Tools for up to 150 employees.

4. 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. 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. Collectively, all such content or
information is referred to herein as “Accountant Data”.

Accountant is solely responsible for ensuring that the collection and/or
processing of Accountant Data is compliant with all applicable laws and
regulations. 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.
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. 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. 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.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Accountant Data may
not be removed from the Platform. Gusto is not responsible or liable to
Accountant for the removal or deletion of (or the failure to remove or delete)
any Accountant Data. 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.

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. Our
Privacy Policy is incorporated into these Terms by reference and is available at
www.gusto.com/about/privacy.

5. ACCOUNTANT PAYMENT OBLIGATIONS

 1. 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. Gusto will invoice Accountant for all Client Service Fees per this
election. 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. Accountant agrees to pay any
invoice within fifteen (15) days of receipt via a payment method Gusto deems
acceptable in our sole discretion. 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.

Unless we state otherwise, all fees are non-refundable. 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.

Gusto may change any of our Client Service Fees at any time. In any such event,
Gusto will notify the Accountant of the change at least thirty (30) days in
advance. Accountant’s continued use of the Platform or applicable Service(s)
after a Client Service Fee change constitutes Accountant’s acceptance of the
change.

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. 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). 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.

 2. Accountant is Responsible for Maintaining Sufficient Bank Account Funds.

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. 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). For more information on debit dates please visit
our Help Center.

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. 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. 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. 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.
Accountant Beta Features are provided as-is. We reserve the right to modify,
change, or discontinue Accountant Beta Features at any time with or without
notice. 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. 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. 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. 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. Accountant understands and agrees that Gusto is not acting
in a fiduciary capacity for Accountant or Accountant’s Clients in performing the
Payroll Services. Gusto does not guarantee or warrant any results or outcome
with respect to Gusto Pro, Accountant Services or Gusto Content.

8. TERMINATION AND SUSPENSION

 1. Firm Account Termination

Accountant may cancel the Firm Account at any time from within the Firm Account.
Unless we state otherwise, Accountant’s termination of the Firm Account
constitutes the termination of this Agreement. 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. 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.

 2. 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.

 3. 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. The Firm Account and Firm User Profiles
will remain accessible in a read only capacity, subject to compliance with this
Agreement.

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. Gusto will have no liability for any costs, losses,
damages, penalties, fines, expenses, or liabilities arising out of or related to
Gusto’s termination of this Agreement. Any section of this Agreement or
applicable Additional Terms which by their nature should survive termination
will survive, including without limitation all applicable payment obligations,
privacy rights and obligations of Gusto and 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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT.

11. 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. 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.
If Accountant does not agree to be bound by the modified Agreement, then
Accountant may not continue to use the Platform, Programs or Services. 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. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW.

 1.  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. If a Dispute arises, our goal is to learn about and address
     your concerns and, if we are unable to do so to your satisfaction, to
     provide a neutral and cost effective means of resolving the Dispute
     quickly. Before filing any Dispute in arbitration or, for an excluded
     matter, in court, you will try to resolve the specific issue underlying the
     Dispute informally by contacting our customer service team. We will also
     undertake reasonable efforts to contact you to resolve any Dispute
     informally before taking any formal action. If your Dispute is not resolved
     within sixty (60) days after you contact our customer service team, you or
     Gusto may initiate a formal action as described in this Section 12.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 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. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, misappropriation or violation of a party’s
     intellectual property rights (an “IP Protection Action”).

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice as
     described below within thirty (30) days of the date of your electronic
     acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”)
     or, for current Accountants, within thirty (30) days of Gusto’s notice of
     modifications to these Terms. For your convenience we have provided a form
     Arbitration Opt-Out Notice www.gusto.com/legal/opt-out. Please complete and
     email the completed form, including all required fields, to
     legal-opt-outs@gusto.com. If you don’t provide Gusto with a completed
     Arbitration Opt-Out Notice within the thirty (30) day period, you will be
     deemed to have knowingly and intentionally waived your right to litigate
     any Dispute except with regard to a Small Claims Action or an IP Protection
     Action, as expressly set forth in Section 12.B above. Your opt-out will be
     effective only for Disputes that arise after acceptance of the Terms, or
     the effective date of the updated Terms for which you have submitted an
     Arbitration Opt-Out Notice (whichever is later).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 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. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS Rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     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. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 12 shall make that determination.
     If the arbitrator determines a three-person panel is appropriate, the
     arbitrator may – if selected by either party or as the chair by the two
     party-selected arbitrators – participate in the arbitral panel. Except as
     and to the extent otherwise may be required by law, the arbitration
     proceeding and any award shall be confidential. This Arbitration Provision
     shall be construed under and be subject to the Federal Arbitration Act,
     notwithstanding any other choice of law set out in these Terms.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of this Agreement. 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. 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 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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. Your continued
use of our products and services after March 22, 2024 will constitute your
acceptance of these updates. To review the outgoing terms, please click here.

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.

ARBITRATION NOTICE: SECTION 12 OF THESE ACCOUNTANT TERMS CONTAINS TERMS THAT
REQUIRE ACCOUNTANT TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION.
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.

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. 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. These
Accountant Terms are Additional Terms as defined in the Gusto Employer Terms of
Service.

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. 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. 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”.

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).

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. FIRM ACCOUNTS AND SERVICES

 1. Firm Accounts and Permissions

Accountant must create an account in order to access or use Gusto Pro (“Firm
Account”). 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. 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. Accountant must authorize at least one representative to act as an
administrator for the Firm Account (each, a “Firm Administrator”).

Each Firm Administrator will access the Firm Account through a Firm
Administrator profile (“Administrator Profile”). 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. 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.

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.
Accountant understands and agrees that Clients may provide information to Gusto
at Gusto’s request. Such information may include but is not limited to
information regarding the Firm Account and Accountant’s payment of Client
Service Fees (defined below).

Accountant should regularly review Firm User permissions to ensure that only
authorized individuals retain access to the Firm Account. 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. Gusto may review Firm
User conduct within the Firm Account for compliance purposes, but is not
obligated to do so. 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.

 2. Accountant Services

Subject to Accountant’s compliance with this Agreement, Gusto will provide
Accountant with the Accountant Services below. 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. Gusto reserves the right to change, modify, or
terminate any of the Accountant Services at any time with or without notice.

 * 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. ACCOUNTANT RESPONSIBILITIES RELATED TO THE SERVICE

 1. 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. Please review
important information about how to protect your credentials and the Firm Account
from fraud and online phishing schemes here.

 2. 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”). 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.

Accountant accepts all risks of unauthorized use of the Firm Account.
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. 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.

Accountant agrees not to grant Firm Account access to, or disclose any Firm User
log-in credentials to, Prohibited Third Parties. 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. 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”).
Accountants participating in the Accountant Partner Program are referred to as
an “Accountant Partner” or “Partner”.

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.
Gusto may choose to accept, decline or expel any person, accounting firm or
accountant, Partner or Partner Client from the Program at any time.

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.

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”). Accountant Partner’s
selection of a Discount Incentive or the Revenue Share Incentive is considered
an “Incentive Selection”.

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. A Firm Administrator may change the Incentive Selection at any time
through the Firm Account. More information about Incentive types can be found at
www.gusto.com/partners/accountants (the “Website”).

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”).

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”). 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. In order to receive an applicable Revenue Share, the
Accountant Partner must have linked a bank account to the Firm Account.

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.

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. In any such event, the parties will engage in good faith
discussions to timely resolve such discrepancy.

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.
Partners must Enroll one (1) Partner Client every twelve (12) months to qualify
for an additional twelve (12) months of free access. Partners may enjoy Free
Payroll and Free HR Tools for up to 150 employees.

4. 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. 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. Collectively, all such content or
information is referred to herein as “Accountant Data”.

Accountant is solely responsible for ensuring that the collection and/or
processing of Accountant Data is compliant with all applicable laws and
regulations. 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.
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. 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. 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.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Accountant Data may
not be removed from the Platform. Gusto is not responsible or liable to
Accountant for the removal or deletion of (or the failure to remove or delete)
any Accountant Data. 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.

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. Our
Privacy Policy is incorporated into these Terms by reference and is available at
www.gusto.com/about/privacy.

5. ACCOUNTANT PAYMENT OBLIGATIONS

 1. 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. Gusto will invoice Accountant for all Client Service Fees per this
election. 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. Accountant agrees to pay any
invoice within fifteen (15) days of receipt via a payment method Gusto deems
acceptable in our sole discretion. 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.

Unless we state otherwise, all fees are non-refundable. 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.

Gusto may change any of our Client Service Fees at any time. In any such event,
Gusto will notify the Accountant of the change at least thirty (30) days in
advance. Accountant’s continued use of the Platform or applicable Service(s)
after a Client Service Fee change constitutes Accountant’s acceptance of the
change.

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. 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). 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.

 2. Accountant is Responsible for Maintaining Sufficient Bank Account Funds.

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. 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). For more information on debit dates please visit
our Help Center.

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. 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. 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. 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.
Accountant Beta Features are provided as-is. We reserve the right to modify,
change, or discontinue Accountant Beta Features at any time with or without
notice. 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. 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. 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. 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. Accountant understands and agrees that Gusto is not acting
in a fiduciary capacity for Accountant or Accountant’s Clients in performing the
Payroll Services. Gusto does not guarantee or warrant any results or outcome
with respect to Gusto Pro, Accountant Services or Gusto Content.

8. TERMINATION AND SUSPENSION

 1. Firm Account Termination

Accountant may cancel the Firm Account at any time from within the Firm Account.
Unless we state otherwise, Accountant’s termination of the Firm Account
constitutes the termination of this Agreement. 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. 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.

 2. 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.

 3. 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. The Firm Account and Firm User Profiles
will remain accessible in a read only capacity, subject to compliance with this
Agreement.

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. Gusto will have no liability for any costs, losses,
damages, penalties, fines, expenses, or liabilities arising out of or related to
Gusto’s termination of this Agreement. Any section of this Agreement or
applicable Additional Terms which by their nature should survive termination
will survive, including without limitation all applicable payment obligations,
privacy rights and obligations of Gusto and 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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND ACCOUNTANT.

11. 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. 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.
If Accountant does not agree to be bound by the modified Agreement, then
Accountant may not continue to use the Platform, Programs or Services. 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. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG
OTHER THINGS, A CLASS ACTION WAIVER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A
DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT
THIS PROVISION AS PROVIDED IN SECTION 12.C BELOW.

 1.  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. If a Dispute arises, our goal is to learn about and address
     your concerns and, if we are unable to do so to your satisfaction, to
     provide a neutral and cost effective means of resolving the Dispute
     quickly. Before filing any Dispute in arbitration or, for an excluded
     matter, in court, you will try to resolve the specific issue underlying the
     Dispute informally by contacting our customer service team. We will also
     undertake reasonable efforts to contact you to resolve any Dispute
     informally before taking any formal action. If your Dispute is not resolved
     within sixty (60) days after you contact our customer service team, you or
     Gusto may initiate a formal action as described in this Section 12.

 2.  Election to Arbitrate. You and Gusto agree that the sole and exclusive
     forum for resolution of a Dispute will be final and binding arbitration
     pursuant to this Section 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. The scope of this
     Arbitration Provision is to be given the broadest possible interpretation
     that is enforceable. Notwithstanding the foregoing, both you and Gusto
     retain the right: (1) to bring an individual action in small claims court
     (a “Small Claims Action”); or (2) to seek injunctive or other equitable
     relief in a court of competent jurisdiction to prevent the actual or
     threatened infringement, misappropriation or violation of a party’s
     intellectual property rights (an “IP Protection Action”).

 3.  Opt-Out of Arbitration Provision. You may opt out of this Arbitration
     Provision for all purposes by sending an arbitration opt out notice as
     described below within thirty (30) days of the date of your electronic
     acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”)
     or, for current Accountants, within thirty (30) days of Gusto’s notice of
     modifications to these Terms. For your convenience we have provided a form
     Arbitration Opt-Out Notice www.gusto.com/legal/opt-out. Please complete and
     email the completed form, including all required fields, to
     legal-opt-outs@gusto.com. If you don’t provide Gusto with a completed
     Arbitration Opt-Out Notice within the thirty (30) day period, you will be
     deemed to have knowingly and intentionally waived your right to litigate
     any Dispute except with regard to a Small Claims Action or an IP Protection
     Action, as expressly set forth in Section 12.B above. Your opt-out will be
     effective only for Disputes that arise after acceptance of the Terms, or
     the effective date of the updated Terms for which you have submitted an
     Arbitration Opt-Out Notice (whichever is later).

 4.  Judicial Forum for Disputes. In the event that (i) you or we bring a Small
     Claims Action, or IP Protection Action; (ii) you timely provide Gusto with
     an Arbitration Opt-out Notice; or (iii) this Section 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. You
     and we both further agree to waive our right to a jury trial.

 5.  WAIVER OF RIGHT TO LITIGATE. YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT
     TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY
     PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE. THE PARTIES HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A
     COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY,
     EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.B ABOVE.

 6.  NO CLASS ACTIONS. You and Gusto agree that the arbitration of any Dispute
     shall only proceed on an individual basis. Neither you nor Gusto may bring
     a Dispute as a part of a class, group, collective, coordinated,
     consolidated or mass arbitration (each, a “Collective Arbitration”).
     Without limiting the generality of the foregoing, a Dispute against Gusto
     will be deemed a Collective Arbitration if (i) two (2) or more similar
     Disputes for arbitration are filed concurrently by or on behalf of one or
     more claimants; and (ii) counsel for the claimants are the same, share fees
     or coordinate across the arbitrations. “Concurrently” for purposes of this
     provision means that both arbitrations are pending (filed but not yet
     resolved) at the same time. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
     LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR
     COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR
     ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING
     AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL
     CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE
     HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY
     OF THIS SECTION 12.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

 7.  Arbitration Procedures. The party initiating arbitration shall do so with
     Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving
     claims and counterclaims with an amount in controversy under $250,000, not
     inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most
     current version of the Streamlined Arbitration Rules; all other Disputes
     shall be subject to JAMS’s most current version of the Comprehensive
     Arbitration Rules and Procedures (the applicable rule set, the “JAMS
     Rules”). If you have any questions concerning JAMS or would like to obtain
     a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web
     site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules
     and this Arbitration Provision, this Arbitration Provision shall control,
     subject to countervailing law, unless all parties to the arbitration
     consent to have the JAMS Rules apply. A party who desires to initiate
     arbitration must provide the other party with a written Demand for
     Arbitration as specified in the JAMS Rules. Arbitration will proceed on an
     individual basis and will be handled by a sole arbitrator. A single
     arbitrator will be mutually selected by Gusto and Member and shall be (i) a
     practicing attorney licensed to practice law in California or a retired
     judge; and (ii) selected from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators who have a background in payroll, health
     insurance, human resources, and/or online commerce law (or if there are no
     such arbitrators, then from the arbitrators on the JAM’s roster of
     commercial dispute arbitrators) (collectively, the “Arbitrator
     Requirements”). If Gusto and Member cannot mutually agree upon an
     arbitrator within ten (10) days of the opposing party’s receipt of the
     Demand for Arbitration from the Claimant, then JAMS shall appoint a single
     arbitrator in accordance with JAMS Rules that satisfies the Arbitrator
     Requirements. Notwithstanding any language to the contrary in this Section
     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. Each party shall select one
     arbitrator, and the two party-selected arbitrators shall select the third,
     who shall serve as chair of the arbitral panel. That chairperson shall meet
     the Arbitrator Requirements. In the event of disagreement as to whether the
     threshold for a three-arbitrator panel has been met, the sole arbitrator
     appointed in accordance with this Section 12 shall make that determination.
     If the arbitrator determines a three-person panel is appropriate, the
     arbitrator may – if selected by either party or as the chair by the two
     party-selected arbitrators – participate in the arbitral panel. Except as
     and to the extent otherwise may be required by law, the arbitration
     proceeding and any award shall be confidential. This Arbitration Provision
     shall be construed under and be subject to the Federal Arbitration Act,
     notwithstanding any other choice of law set out in these Terms.

 8.  Arbitration Location. Unless the arbitrator determines that an in-person
     hearing is necessary or you and Gusto otherwise agree, the arbitration may
     be conducted via videoconference, telephonically or via other remote
     electronic means. If your Dispute does not exceed $10,000 not inclusive of
     attorneys’ fees and interest, then the arbitration will be conducted solely
     on the basis of the documents that you and Gusto submit to the arbitrator,
     unless the arbitrator determines that a videoconference, telephonic or
     in-person hearing is necessary. If your Dispute exceeds $10,000, your right
     to a hearing will be determined by the JAMS Rules. Subject to such rules,
     the arbitrator will have the discretion to direct a reasonable exchange of
     information by the parties, consistent with the expedited nature of the
     arbitration.

 9.  Arbitration Fees. If we elect arbitration, we shall pay all the
     administrator's filing costs and administrative fees (other than hearing
     fees). If you elect arbitration, filing costs and administrative fees
     (other than hearing fees) shall be paid in accordance with the JAMS Rules,
     or in accordance with countervailing law if contrary to the JAMS Rules.

 10. Arbitrator’s Decision. The arbitrator will render an award within the time
     frame specified in the JAMS Rules. The arbitrator’s decision will include
     the essential findings and conclusions upon which the arbitrator based the
     award. Judgment on the arbitration award may be entered in any court having
     jurisdiction thereof.

 11. Survival and Severability of Arbitration Provision. This Arbitration
     Provision shall survive the termination of this Agreement. 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. 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 23, 2023  TO  FEBRUARY 21, 2024

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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”). These Terms contain the terms and conditions of the Gusto Accountant
Program (the “Program”).

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”). 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.

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”). 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”). 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”). 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.

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.

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. Partners must Enroll one (1) Partner Client per
calendar year to qualify for an additional twelve months free access. Partners
may enjoy free payroll for up to 150 employees.

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. 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.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 23, 2023

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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”). These Terms contain the terms and conditions of the Gusto Accountant
Program (the “Program”).

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”). 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.

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”). 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”). 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”). 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.

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.

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. Partners must Enroll one (1) Partner Client per
calendar year to qualify for an additional twelve months free access. Partners
may enjoy free payroll for up to 150 employees.

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. 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.

EFFECTIVE SEPTEMBER 29, 2023  TO  OCTOBER 20, 2023

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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”). These Terms contain the terms and conditions of the Gusto Accountant
Program (the “Program”).

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”). 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.

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”). 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”). 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”). 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.

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.

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. Partners must Enroll one (1) Partner Client per
calendar year to qualify for an additional twelve months free access. Partners
may enjoy free payroll for up to 150 employees.

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. 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.






PRIVACY POLICY

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TABLE OF CONTENTS

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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”). 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. 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.

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. 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. We collect the following
categories of personal information and other information as described below.

A. Information you provide

Information You Provide Directly. 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.

 * 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. 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. Information collected automatically

We automatically collect certain information when you access the Site or use the
Services.

 * 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.

 * 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).

 * 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.

 * We collect information using Tracking Technologies, such as:
   
   * Cookies, which are small text files that websites send to your computer or
     mobile device. 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. To make it easier, we call cookies and pixel tags/web beacons
     “Tracking Technologies.” Please read our Cookie Policy here.

 * 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.
   These services may use cookies and other tracking technologies to perform
   their services:
   
   * Google Analytics. For more information, visit Google Analytics’ Privacy
     Policy
   
   * New Relic. For more information, visit New Relic’s Privacy Policy
   
   * Amplitude. For more information, visit Amplitude’s Privacy Policy
   
   * FullStory. For more information, visit FullStory’s Privacy Policy
   
   * Bugsnag. 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. 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. 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. Our Services may contain social media buttons such as
   Facebook, LinkedIn, Twitter, and Instagram (that might include widgets such
   as the “share this” button or other interactive mini programs). These
   features may collect your IP address, which page you are visiting on our
   Services, and may set a cookie to enable the feature to function properly.
   Your interactions with these platforms are governed by the privacy policy of
   the company providing it.

C. 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. 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.

We may use Plaid Technologies, Inc. (“Plaid”) to collect information from
financial institutions. By connecting your bank account using Plaid, you
acknowledge and agree that such information will be treated in accordance with
Plaid’s Privacy Policy.

2. 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. 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.

 * Service Providers that have signed an agreement with us that limits how they
   use your information and promises to keep your information confidential.
   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. Examples
   include:
   
   * insurance carriers and third-party administrators, for users of the
     Benefits Service. We will share your protected health information (as
     defined in 45 C.F.R. Part 160) only as is (i) authorized by you; (ii)
     necessary for us to provide you with the Benefits Service; 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). Some partners offer you their services through Gusto’s
     Application Program Interface (API) or Software Development Kits (SDKs).
     For more information about Gusto’s use of APIs and SDKs, please contact us.

 * Advertising Partners that deliver advertisements about us to you, including
   Advertising Partners that utilize Tracking Technologies in order to deliver
   advertisements that are personalized to you when you visit their websites
   (“interest-based advertising” or “personalized advertising”)

 * Government agencies, 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.

 * 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. YOUR PRIVACY RIGHTS AND CHOICES

Your Privacy Rights. 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. To exercise any of these rights please contact us using
the resources in the “Contact Information” Section below. 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.

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.



Your Privacy Choices. The privacy choices you may have about your personal
information are described below.

 * Email and Text Messages. 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. You can opt out of text messages
   from us by replying “STOP” or contacting us as described below. If you decide
   to opt-out, we may still send you non-promotional communications such as your
   payday emails and messages about your account.

 * Mobile Notifications. We may send you push notifications through our mobile
   app. 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. At this time, we do not respond to DNT
   signals sent to us by your web browser.

 * Cookies and Interest-Based Advertising. You may stop us from sending Tracking
   Technologies to your browser by changing the settings on your browser.
   However, if you block all Tracking Technologies, our Services may not work
   properly. Please note you must separately opt out in each browser and on each
   device. You can learn how to manage your cookies on these popular browsers by
   clicking on the links below.
   
   * Google Chrome. For more information, visit Google Chrome
   
   * Internet Explorer. For more information, visit Internet Explorer
   
   * Mozilla Firefox. For more information, visit Mozilla Firefox
   
   * Safari - Desktop. For more information, visit Safari (Desktop)
   
   * Safari - Mobile. For more information, visit Safari (Mobile)
   
   * Android - Browser. 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. 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. 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. 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. 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. We also depend
on you to protect your information. If you become aware of any breach of
security or privacy, please notify us immediately. To the fullest extent
permitted by applicable law, we do not accept liability for unauthorized
disclosure.

6. INTERNATIONAL DATA TRANSFERS

All information processed by us or our service providers may be transferred,
processed, or stored anywhere in the world, including in countries that may have
data protection laws that are different from the laws where you live. Your
information may be accessible to the courts, law enforcement, and national
security authorities of the United States. We endeavor to safeguard your
information consistent with the requirements of applicable laws. If your
personal information is transferred to a country other than your home country,
we will take measures to protect your personal information with appropriate
contract clauses. 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. LINKS TO OTHER SITES

This Privacy Policy only covers the privacy practices of Gusto. It does not
apply to the practices of third-party websites, services, or applications, even
those who we have partnered or integrated with. Third-party services handle your
information in accordance with their own practices and privacy policies. We are
not responsible for their policies, practices, or handling of your information.

8. 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. 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. 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”). 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.

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.

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.

Categories of Personal Information Collected, Used, and Disclosed



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. Civ. 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. We use the above Personal Information for the business
purposes set forth in Section 2 of this Privacy Policy. We also disclose the
above Personal Information for the purposes set forth in Section 3 above.

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.
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.

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.

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. 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.

Data Portability

The right to receive the Personal Information you have previously provided to
us.

Erasure

The right to have your Personal Information deleted. 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.

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. 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. 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.

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. We do not currently engage in any automated decision-making
practices.

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.

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.

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.



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. You may also make a request on behalf of your
minor child.

You may only make a request for access or data portability twice within a
12-month period. 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.

 * Describe your request with sufficient detail that allows us to properly
   understand, evaluate, and respond to it.



If you would like to opt out of sharing or the sales of your Personal
Information, you may submit your opt-out request here. If you would like to
limit the use of your sensitive Personal Information, you may submit your
request here. You may also submit your request by mailing it to our address in
Section 12 below.



10. 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. You may also use this link to submit your request: Consumer
Request Portal.

Verification: We must verify your identity before fulfilling your requests. If
we cannot initially verify your identity, we may request additional information
to complete the verification process. We will only use Personal Information
provided in a request to verify the requestor’s identity. If you 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.

We endeavor to respond to requests within the time period required by applicable
law. If we require more time, we will inform you of the reason and extension
period in writing.

If you have an account with us, we will deliver our written response to that
account. If you do not have an account with us, we will deliver our written
response by mail or electronically, at your option.

We do not charge a fee to process or respond to your request unless it is
excessive, repetitive, or manifestly unfounded. If we determine that the request
warrants a fee, we will tell you why we made that decision and provide you with
a cost estimate before completing your request.

We cannot respond to your request or provide you with Personal Information if we
cannot verify your identity and confirm the Personal Information relates to you.
Making a verifiable consumer request does not require you to create an account
with us.

We may deny certain requests, or only fulfill some in part, as permitted or
required by law. For example, if you request to delete Personal Information, we
may retain Personal Information that we need to retain for legal purposes.

11. 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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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. For previous versions of
our privacy policy, please refer to the menu at the top of this page.

12. 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 16, 2023  TO  NOVEMBER 16, 2023

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TABLE OF CONTENTS

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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”). 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. 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.

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. 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. We collect the following
categories of personal information and other information as described below.

A. Information you provide

Information You Provide Directly. 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.

 * 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. 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. Information collected automatically

We automatically collect certain information when you access the Site or use the
Services.

 * 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.

 * 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).

 * 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.

 * We collect information using Tracking Technologies, such as:
   
   * Cookies, which are small text files that websites send to your computer or
     mobile device. 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. To make it easier, we call cookies and pixel tags/web beacons
     “Tracking Technologies.” Please read our Cookie Policy here.

 * 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. These
   services may use cookies and other tracking technologies to perform their
   services:
   
   * Google Analytics. For more information, visit Google Analytics’ Privacy
     Policy
   
   * New Relic. For more information, visit New Relic’s Privacy Policy
   
   * Amplitude. For more information, visit Amplitude’s Privacy Policy
   
   * FullStory. For more information, visit FullStory’s Privacy Policy
   
   * Bugsnag. 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. 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. 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. Our Services may contain social media buttons such as
   Facebook, LinkedIn, Twitter, and Instagram (that might include widgets such
   as the “share this” button or other interactive mini programs). These
   features may collect your IP address, which page you are visiting on our
   Services, and may set a cookie to enable the feature to function properly.
   Your interactions with these platforms are governed by the privacy policy of
   the company providing it.

C. 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. 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.

We may use Plaid Technologies, Inc. (“Plaid”) to collect information from
financial institutions. By connecting your bank account using Plaid, you
acknowledge and agree that such information will be treated in accordance with
Plaid’s Privacy Policy.

2. 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. 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.

 * Service Providers that have signed an agreement with us that limits how they
   use your information and promises to keep your information confidential.
   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. Examples
   include:
   
   * insurance carriers and third-party administrators, for users of the
     Benefits Service. We will share your protected health information (as
     defined in 45 C.F.R. Part 160) only as is (i) authorized by you; (ii)
     necessary for us to provide you with the Benefits Service; 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). Some partners offer you their services through Gusto’s
     Application Program Interface (API) or Software Development Kits (SDKs).
     For more information about Gusto’s use of APIs and SDKs, please contact us.

 * Advertising Partners that deliver advertisements about us to you, including
   Advertising Partners that utilize Tracking Technologies in order to deliver
   advertisements that are personalized to you when you visit their websites
   (“interest-based advertising” or “personalized advertising”)

 * Government agencies, 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.

 * 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. YOUR PRIVACY CHOICES AND RIGHTS

Your Privacy Rights. 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. 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. To exercise
any of these rights please contact us using the resources in the “Contact
Information” Section below. 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.

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.



Your Privacy Choices. The privacy choices you may have about your personal
information are determined by applicable law and are described below.

 * Email and Text Messages. 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. You can opt out of text messages
   from us by replying “STOP” or contacting us as described below. If you decide
   to opt-out, we may still send you non-promotional communications such as your
   payday emails and messages about your account.

 * Mobile Notifications. We may send you push notifications through our mobile
   app. 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. At this time, we do not respond to DNT
   signals sent to us by your web browser.

 * Cookies and Interest-Based Advertising. You may stop us from sending Tracking
   Technologies to your browser by changing the settings on your browser.
   However, if you block all Tracking Technologies, our Services may not work
   properly. Please note you must separately opt out in each browser and on each
   device. You can learn how to manage your cookies on these popular browsers by
   clicking on the links below.
   
   * Google Chrome. For more information, visit Google Chrome
   
   * Internet Explorer. For more information, visit Internet Explorer
   
   * Mozilla Firefox. For more information, visit Mozilla Firefox
   
   * Safari - Desktop. For more information, visit Safari (Desktop)
   
   * Safari - Mobile. For more information, visit Safari (Mobile)
   
   * Android - Browser. 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. 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. 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. 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. 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. We also depend
on you to protect your information. If you become aware of any breach of
security or privacy, please notify us immediately. To the fullest extent
permitted by applicable law, we do not accept liability for unauthorized
disclosure.

International Data Transfers

All information processed by us or our service providers may be transferred,
processed, or stored anywhere in the world, including in countries that may have
data protection laws that are different from the laws where you live. Your
information may be accessible to the courts, law enforcement, and national
security authorities of the United States. We endeavor to safeguard your
information consistent with the requirements of applicable laws. If your
personal information is transferred to a country other than your home country,
we will take measures to protect your personal information with appropriate
contract clauses. 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.

Links to Other Sites

This Privacy Policy only covers the privacy practices of Gusto. It does not
apply to the practices of third-party websites, services, or applications, even
those who we have partnered or integrated with. Third-party services handle your
information in accordance with their own practices and privacy policies. We are
not responsible for their policies, practices, or handling of your information.

Our Policy Toward Children

The Service is not directed to children under 13. 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.

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”). 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.

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.

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.

Categories of Personal Information Collected, Used, and Disclosed



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. Civ. 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. We use the above Personal Information for the business
purposes set forth in Section 2 of this Privacy Policy. We also disclose the
above Personal Information for the purposes set forth in Section 3 above.

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.
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.

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.

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. 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.

Data Portability

The right to receive the Personal Information you have previously provided to
us.

Erasure

The right to have your Personal Information deleted. 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.

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. 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. 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.

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. We do not currently engage in any automated decision-making
practices.

To Opt Out of Sales or Sharing of Personal Information

We do not sell or share your Personal Information. However, if we did, you would
have the right to opt out of the sale or sharing of your Personal Information.

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.



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. You may also make a request on behalf of your
minor child.

You may only make a request for access or data portability twice within a
12-month period. 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.

 * Describe your request with sufficient detail that allows us to properly
   understand, evaluate, and respond to it.

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
privacy@gusto.com

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 privacy@gusto.com.

Verification: We must verify your identity before fulfilling your requests. If
we cannot initially verify your identity, we may request additional information
to complete the verification process. We will only use Personal Information
provided in a request to verify the requestor’s identity. If you 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.

We endeavor to respond to requests within the time period required by applicable
law. If we require more time, we will inform you of the reason and extension
period in writing.

If you have an account with us, we will deliver our written response to that
account. If you do not have an account with us, we will deliver our written
response by mail or electronically, at your option.

We do not charge a fee to process or respond to your request unless it is
excessive, repetitive, or manifestly unfounded. If we determine that the request
warrants a fee, we will tell you why we made that decision and provide you with
a cost estimate before completing your request.

We cannot respond to your request or provide you with Personal Information if we
cannot verify your identity and confirm the Personal Information relates to you.
Making a verifiable consumer request does not require you to create an account
with us.

We may deny certain requests, or only fulfill some in part, as permitted or
required by law. For example, if you request to delete Personal Information, we
may retain Personal Information that we need to retain for legal purposes.

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.

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. Please note that we do not currently sell your Personal
Information as sales are defined in Nevada Revised Statutes Chapter 603A. If you
have any questions, please contact us as set forth below.

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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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.

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

privacy@gusto.com

EFFECTIVE NOVEMBER 16, 2023  TO  NOVEMBER 16, 2023

Download

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TABLE OF CONTENTS

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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”). 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. 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.

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. 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. We collect the following
categories of personal information and other information as described below.

A. Information you provide

Information You Provide Directly. 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.

 * 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. 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. Information collected automatically

We automatically collect certain information when you access the Site or use the
Services.

 * 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.

 * 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).

 * 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.

 * We collect information using Tracking Technologies, such as:
   
   * Cookies, which are small text files that websites send to your computer or
     mobile device. 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. To make it easier, we call cookies and pixel tags/web beacons
     “Tracking Technologies”

 * We use the third-party analytics tools, including:
   
   * Google Analytics. For more information, visit Google Analytics’ Privacy
     Policy
   
   * New Relic. For more information, visit New Relic’s Privacy Policy
   
   * Amplitude. For more information, visit Amplitude’s Privacy Policy
   
   * FullStory. For more information, visit FullStory’s Privacy Policy
   
   * Bugsnag. 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. 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. 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. Our Services may contain social media buttons such as
   Facebook, LinkedIn, Twitter, and Instagram (that might include widgets such
   as the “share this” button or other interactive mini programs). These
   features may collect your IP address, which page you are visiting on our
   Services, and may set a cookie to enable the feature to function properly.
   Your interactions with these platforms are governed by the privacy policy of
   the company providing it.

C. 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. 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.

We may use Plaid Technologies, Inc. (“Plaid”) to collect information from
financial institutions. By connecting your bank account using Plaid, you
acknowledge and agree that such information will be treated in accordance with
Plaid’s Privacy Policy.

2. 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. 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.

 * Service Providers that have signed an agreement with us that limits how they
   use your information and promises to keep your information confidential.
   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. Examples
   include:
   
   * insurance carriers and third-party administrators, for users of the
     Benefits Service. We will share your protected health information (as
     defined in 45 C.F.R. Part 160) only as is (i) authorized by you; (ii)
     necessary for us to provide you with the Benefits Service; 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). Some partners offer you their services through Gusto’s
     Application Program Interface (API) or Software Development Kits (SDKs).
     For more information about Gusto’s use of APIs and SDKs, please contact us.

 * Advertising Partners that deliver advertisements about us to you, including
   Advertising Partners that utilize Tracking Technologies in order to deliver
   advertisements that are personalized to you when you visit their websites
   (“interest-based advertising” or “personalized advertising”)

 * Government agencies, 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.

 * 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. YOUR PRIVACY CHOICES AND RIGHTS

Your Privacy Choices. The privacy choices you may have about your personal
information are determined by applicable law and are described below.

 * Email and Text Messages. 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. You can opt out of text messages
   from us by replying “STOP” or contacting us as described below. If you decide
   to opt-out, we may still send you non-promotional communications such as your
   payday emails and messages about your account.

 * Mobile Notifications. We may send you push notifications through our mobile
   app. 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. At this time, we do not respond to DNT
   signals sent to us by your web browser.

 * Cookies and Interest-Based Advertising. You may stop us from sending Tracking
   Technologies to your browser by changing the settings on your browser.
   However, if you block all Tracking Technologies, our Services may not work
   properly. Please note you must separately opt out in each browser and on each
   device. You can learn how to manage your cookies on these popular browsers by
   clicking on the links below.
   
   * Google Chrome. For more information, visit Google Chrome
   
   * Internet Explorer. For more information, visit Internet Explorer
   
   * Mozilla Firefox. For more information, visit Mozilla Firefox
   
   * Safari - Desktop. For more information, visit Safari (Desktop)
   
   * Safari - Mobile. For more information, visit Safari (Mobile)
   
   * Android - Browser. 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. 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.

Your Privacy Rights. In accordance with applicable law, you may have the
following rights. To exercise these rights, please contact us as set forth
below.

 * 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. 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. 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. 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. We also depend
on you to protect your information. If you become aware of any breach of
security or privacy, please notify us immediately. To the fullest extent
permitted by applicable law, we do not accept liability for unauthorized
disclosure.

International Data Transfers

All information processed by us or our service providers may be transferred,
processed, or stored anywhere in the world, including in countries that may have
data protection laws that are different from the laws where you live. Your
information may be accessible to the courts, law enforcement, and national
security authorities of the United States. We endeavor to safeguard your
information consistent with the requirements of applicable laws. If your
personal information is transferred to a country other than your home country,
we will take measures to protect your personal information with appropriate
contract clauses. 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. LINKS TO OTHER SITES

This Privacy Policy only covers the privacy practices of Gusto. It does not
apply to the practices of third-party websites, services, or applications, even
those who we have partnered or integrated with. Third-party services handle your
information in accordance with their own practices and privacy policies. We are
not responsible for their policies, practices, or handling of your information.

7. OUR POLICY TOWARD CHILDREN

The Service is not directed to children under 13. 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. 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”). 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.

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.

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. Civ. 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).

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.

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. You may also
make a verifiable consumer request on behalf of your minor child. In order to
verify your request, we will ask you to provide your name, email address, and
certain other pieces of identifying information. Once you have submitted this
information and any necessary supporting documentation, we will confirm the
information by reviewing it against Gusto’s records. To designate an authorized
agent, please contact us as set forth below.

9. 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. Please note that we do not currently sell your Personal
Information as sales are defined in Nevada Revised Statutes Chapter 603A. If you
have any questions, please contact us as set forth below.

10. 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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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. 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

privacy@gusto.com

+1 (800) 936-0383

EFFECTIVE NOVEMBER 16, 2023  TO  NOVEMBER 16, 2023

Download

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TABLE OF CONTENTS

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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”). 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. 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.

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. 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. We collect the following
categories of personal information and other information as described below.

A. Information you provide

Information You Provide Directly. 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.

 * 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. 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. Information collected automatically

We automatically collect certain information when you access the Site or use the
Services.

 * 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).

 * 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.

 * We collect information using Tracking Technologies, such as:
   
   * Cookies, which are small text files that websites send to your computer or
     mobile device. 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. To make it easier, we call cookies and pixel tags/web beacons
     “Tracking Technologies”

 * We use the third-party analytics tools, including:
   
   * Google Analytics. For more information, visit Google Analytics’ Privacy
     Policy
   
   * New Relic. For more information, visit New Relic’s Privacy Policy
   
   * Amplitude. For more information, visit Amplitude’s Privacy Policy
   
   * FullStory. For more information, visit FullStory’s Privacy Policy
   
   * Bugsnag. 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. 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. 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. Our Services may contain social media buttons such as
   Facebook, LinkedIn, Twitter, and Instagram (that might include widgets such
   as the “share this” button or other interactive mini programs). These
   features may collect your IP address, which page you are visiting on our
   Services, and may set a cookie to enable the feature to function properly.
   Your interactions with these platforms are governed by the privacy policy of
   the company providing it.

C. 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. 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.

We may use Plaid Technologies, Inc. (“Plaid”) to collect information from
financial institutions. By connecting your bank account using Plaid, you
acknowledge and agree that such information will be treated in accordance with
Plaid’s Privacy Policy.

2. 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. 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.

 * Service Providers that have signed an agreement with us that limits how they
   use your information and promises to keep your information confidential.
   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. Examples
   include:
   
   * insurance carriers and third-party administrators, for users of the
     Benefits Service. We will share your protected health information (as
     defined in 45 C.F.R. Part 160) only as is (i) authorized by you; (ii)
     necessary for us to provide you with the Benefits Service; 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). Some partners offer you their services through Gusto’s
     Application Program Interface (API) or Software Development Kits (SDKs).
     For more information about Gusto’s use of APIs and SDKs, please contact us.

 * Advertising Partners that deliver advertisements about us to you, including
   Advertising Partners that utilize Tracking Technologies in order to deliver
   advertisements that are personalized to you when you visit their websites
   (“interest-based advertising” or “personalized advertising”)

 * Government agencies, 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.

 * 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. YOUR PRIVACY CHOICES AND RIGHTS

Your Privacy Choices. The privacy choices you may have about your personal
information are determined by applicable law and are described below.

 * Email and Text Messages. 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. You can opt out of text messages
   from us by replying “STOP” or contacting us as described below. If you decide
   to opt-out, we may still send you non-promotional communications such as your
   payday emails and messages about your account.

 * Mobile Notifications. We may send you push notifications through our mobile
   app. 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. At this time, we do not respond to DNT
   signals sent to us by your web browser.

 * Cookies and Interest-Based Advertising. You may stop us from sending Tracking
   Technologies to your browser by changing the settings on your browser.
   However, if you block all Tracking Technologies, our Services may not work
   properly. Please note you must separately opt out in each browser and on each
   device. You can learn how to manage your cookies on these popular browsers by
   clicking on the links below.
   
   * Google Chrome. For more information, visit Google Chrome
   
   * Internet Explorer. For more information, visit Internet Explorer
   
   * Mozilla Firefox. For more information, visit Mozilla Firefox
   
   * Safari - Desktop. For more information, visit Safari (Desktop)
   
   * Safari - Mobile. For more information, visit Safari (Mobile)
   
   * Android - Browser. 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. 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.

Your Privacy Rights. In accordance with applicable law, you may have the
following rights. To exercise these rights, please contact us as set forth
below.

 * 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. 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. 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. 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. We also depend
on you to protect your information. If you become aware of any breach of
security or privacy, please notify us immediately. To the fullest extent
permitted by applicable law, we do not accept liability for unauthorized
disclosure.

International Data Transfers

All information processed by us or our service providers may be transferred,
processed, or stored anywhere in the world, including in countries that may have
data protection laws that are different from the laws where you live. Your
information may be accessible to the courts, law enforcement, and national
security authorities of the United States. We endeavor to safeguard your
information consistent with the requirements of applicable laws. If your
personal information is transferred to a country other than your home country,
we will take measures to protect your personal information with appropriate
contract clauses. 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. LINKS TO OTHER SITES

This Privacy Policy only covers the privacy practices of Gusto. It does not
apply to the practices of third-party websites, services, or applications, even
those who we have partnered or integrated with. Third-party services handle your
information in accordance with their own practices and privacy policies. We are
not responsible for their policies, practices, or handling of your information.

7. OUR POLICY TOWARD CHILDREN

The Service is not directed to children under 13. 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. 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”). 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.

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.

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. Civ. 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).

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.

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. You may also
make a verifiable consumer request on behalf of your minor child. In order to
verify your request, we will ask you to provide your name, email address, and
certain other pieces of identifying information. Once you have submitted this
information and any necessary supporting documentation, we will confirm the
information by reviewing it against Gusto’s records. To designate an authorized
agent, please contact us as set forth below.

9. 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. Please note that we do not currently sell your Personal
Information as sales are defined in Nevada Revised Statutes Chapter 603A. If you
have any questions, please contact us as set forth below.

10. 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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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. 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

privacy@gusto.com

+1 (800) 936-0383



EFFECTIVE NOVEMBER 16, 2023  TO  NOVEMBER 16, 2023

Download

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TABLE OF CONTENTS

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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. 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.

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. 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. Some of this information can be used on
its own or in combination with other information to identify you individually.
We call that information “personal information.” We collect personal information
and other information as described below:

 * Information You Provide. 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. 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.

 * When You Choose to Participate in Market Research Programs. We may collect
   information from you, including personal information, if you choose to
   participate in a market research program or survey.

 * Public Information. We may collect information about you from public sources,
   such as public social media pages.

 * Information from Third Parties. 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. We may collect your business or personal
   information from credit bureaus for the foregoing purposes as well. 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.

 * Health and Health Insurance Information. 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. The health information may include information about
   your insurance carrier, insurance plan and claims you submit for coverage. 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.

 * Automatically Collected Information. 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. We also automatically collect certain usage information
   through cookies and related technologies, as described below.

 * Single Sign-On Information. Single Sign-On (“SSO”) allows you to sign in to
   the Service from another service you use and with which we partner. 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. 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. 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. 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.

We partner with third parties to manage our advertising on other sites and to
determine performance of the Site. 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. 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.

We use Plaid Technologies, Inc. (“Plaid”) to collect information from financial
institutions. By using the Service, you acknowledge and agree that such
information will be treated in accordance with Plaid’s Privacy Policy.

3. 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. 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.

We do not share information with third parties for their own direct marketing
purposes. 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. YOUR CHOICES

Reviewing Your Information

You may review, update, or correct your personal information through your
account or by contacting us at support@gusto.com.

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. 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.

Do Not Track

The Site does not currently have the capability of responding to “Do Not Track”
signals received from various browsers.

6. 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. We also depend on you to protect your information. If you become aware
of any breach of security or privacy, please notify us immediately.

7. LINKS TO OTHER SITES

The Site and/or the Service may contain links to other sites. 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. 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. 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. 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. 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.

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. You may submit a consumer request to know
this information through our online request portal or by calling us at (888)
481-0994. In order to verify your request, we will ask you to provide your name,
email address, and certain other pieces of identifying information. Once you
have submitted this information and any necessary supporting documentation, we
will confirm the information by reviewing it against Gusto’s records.

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. You may submit a consumer request to delete
this information through our online request portal or by calling us at (888)
481-0994.

In order to verify your request, we will ask you to provide your name, email
address, and certain other pieces of identifying information. Once you have
submitted this information and any necessary supporting documentation, we will
confirm the information by reviewing it against Gusto’s records.

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.

Gusto does not and will not sell personal information of any consumer (including
personal information of minors under 16 years of age).

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. 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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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. CONTACT INFORMATION

Please contact us at privacy@gusto.com if you have any questions about our
Privacy Policy and/or our privacy practices.

EFFECTIVE NOVEMBER 16, 2023  TO  NOVEMBER 16, 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. 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. 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. Some of this information can be used on
its own or in combination with other information to identify you individually.
We call that information “personal information.” We collect personal information
and other information as described below:

 * Information You Provide. 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. This personal
   information may include your name, address, email address, phone number, bank
   account information and taxpayer identification number.

 * When You Choose to Participate in Market Research Programs. We may collect
   information from you, including personal information, if you choose to
   participate in a market research program or survey.

 * Your Email or Social Network Contacts. 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”).

 * Public Information. We may collect information about you from public sources,
   such as public social media pages.

 * Information from Third Parties. 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.
   We may collect your business information from credit bureaus for the
   foregoing purposes as well. 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.

 * Health and Health Insurance Information. 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. The health information may include information about
   your insurance carrier, insurance plan and claims you submit for coverage. 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.

 * Automatically Collected Information. 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. We also automatically collect certain usage information
   through cookies and related technologies, as described below. 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.

 * Single Sign-On Information. Single Sign-On (“SSO”) allows you to sign in to
   the Service from another service you use and with which we partner. 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.

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.
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. If
you do not allow cookies, you may not be able to use some or all portions or
functionality of the Site or Service.

We partner with third parties to manage our advertising on other sites and to
determine our Site performance. 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. 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.

We use the Invisible CAPTCHA on our Site to collect information for security
reasons. 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. 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. 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.

We do not share information with third parties for their own direct marketing
purposes. 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. 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. If you
would like us to delete your account entirely, please contact us at
support@gusto.com with a request that we delete your personal information from
our database. Please note that there may be some delay in the deletion of your
data from our servers following your request. 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.

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. 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.

Do Not Track

Our Site does not currently have the capability of responding to “Do Not Track”
signals received from various browsers.

5. 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. We also depend on you to protect your information. Please set up a
strong password and keep it confidential. If you become aware of any breach of
security, please notify us immediately.

6. LINKS TO OTHER SITES

The Site and/or Service may contain links to other sites. 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. 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. 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. 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. 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. We may, however, modify and revise our
Privacy Policy from time to time. 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. 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. CONTACT INFORMATION

Please contact us at support@gusto.com if you have any questions about our
Privacy Policy.


GUSTO COOKIE POLICY

Version Version 2.2  (Current) Version 2.1 Version 2.0 Version 1.0

EFFECTIVE OCTOBER 21, 2023

Download

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TABLE OF CONTENTS

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LAST UPDATED JANUARY 1, 2023

This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and
“ours”) uses cookies and similar technologies to recognise you, as well as track
and analyze your actions when you visit our websites at www.Gusto.com
(“Websites”). We also provide information related to how and why those same
technologies are applied to tracking and analyzing recipients of emails sent by
Gusto. Information about what these technologies are and why we use them, as
well as your rights to control our use of them, can be found below.

WHAT ARE COOKIES?

Cookies are small data files that are placed on your computer or mobile device
when you visit a website. Cookies are widely used by website owners in order to
make their websites work, or to work more efficiently, as well as to provide
reporting information.

We refer to cookies created by us as “first party cookies”. We refer to cookies
that we set on our website but that are created by parties other than us as
“third party cookies”. Third party cookies enable third party features or
functionality to be provided on or through the website (e.g. like advertising,
interactive content and analytics). The parties that provide these third party
cookies can recognise your computer both when it visits the website in question
and also when it visits certain other websites.

In addition to the party which sets the cookie, the duration of the cookie’s
retention in your browser can help define its purpose. Session cookies are
cookies which are stored on your device for the duration of the browser session.
When you close your browser, the session cookies are cleared. Persistent cookies
are stored either until you manually delete them or until your browser deletes
them based on the duration set within the persistent cookie file.

WHY WE USE COOKIES

We use both first and third party cookies for several reasons. First, let’s look
at the broad categories of first and third party cookies in use on our sites:

Essential website cookies: These cookies are strictly necessary to provide you
with services available through our Websites and to use some of its features,
such as access to secure areas. Refusal of these cookies may impact website
functionality.

Performance and functionality cookies: These cookies are used to enhance the
performance and functionality of our Websites but are non-essential to their
use. However, without these cookies, certain functionality may become
unavailable.

Analytics and customization cookies: These cookies collect information that is
used either in aggregate form to help us understand how our Websites are being
used or how effective marketing campaigns are, or to help us customize our
Websites for you.

Advertising cookies: These cookies are used to make advertising messages more
relevant to you. They perform functions like preventing the same ad from
continuously re-appearing, ensuring that ads are properly displayed for
advertisers, and in some cases selecting advertisements that are based on your
interests.

Social networking cookies: These cookies are used to enable you to share pages
and content that you find interesting on our Websites through third party social
networking and other websites. These cookies may also be used for advertising
purposes too.

Personal data collected by the cookies and related technologies described below
would include your location, information about your browsing behavior on this or
other sites, and information you provide via forms or single fields on this
site. This personal data will be used only in the manners described by this
notice and our Privacy Notice.

COOKIE LIST

A cookie is a small piece of data (text file) that a website – when visited by a
user – asks your browser to store on your device in order to remember
information about you, such as your language preference or login information.
Those cookies are set by us and called first-party cookies. We also use
third-party cookies – which are cookies from a domain different than the domain
of the website you are visiting – for our advertising and marketing efforts.
More specifically, we use cookies and other tracking technologies for the
following purposes:

STRICTLY NECESSARY COOKIES

These cookies are necessary for the website to function and cannot be switched
off in our systems. They are usually only set in response to actions made by you
which amount to a request for services, such as setting your privacy
preferences, logging in or filling in forms. You can set your browser to block
or alert you about these cookies, but some parts of the site will not then work.
These cookies do not store any personally identifiable information.



Cookie Subgroup

Cookies

Cookies used

cdn.gusto.com

tmx_guid

First Party

blog.gusto.com

cf_use_ob

First Party

app.gusto.com

cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx , dd_cookie_test_

First Party

docs-stoplight.gusto.com

_optimizely_user

First Party

gusto.com

_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid ,
OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id ,
utag_main

First Party

go.gusto.com

__cf_bm

First Party

gusto-demo.com

gsid

Third Party

app-ab13.marketo.com

BIGipServerab13web-nginx-app_https

Third Party



PERFORMANCE COOKIES

These cookies allow us to count visits and traffic sources so we can measure and
improve the performance of our site. They help us to know which pages are the
most and least popular and see how visitors move around the site. All
information these cookies collect is aggregated and therefore anonymous. If you
do not allow these cookies we will not know when you have visited our site, and
will not be able to monitor its performance.



Cookie Subgroup

Cookies

Cookies used

covidresources.gusto.com

qcSxc

First Party

events.gusto.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

First Party

go.gusto.com

_vwo_uuid_v2

First Party

app.gusto.com

_dd_s

First Party

gusto.com

__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt ,
__insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx
, _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid ,
fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents ,
optimizelySegments , pvc_visits[0] , refiner_cookie_uuid

First Party

credits.gusto.com

__hssc , __hssrc , __hstc

First Party

nr-data.net

JSESSIONID

Third Party

d3bnlkto289wdc.cloudfront.net

_dd_s

Third Party

tags.tiqcdn.com

qcSxc

Third Party

secure.quantserve.com

qcSxc

Third Party

app-ab13.marketo.com

__cf_bm

Third Party

cdn.mxpnl.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

Third Party

prod.gusto-assets.com

_dd_s

Third Party



TARGETING COOKIES

These cookies may be set through our site by our advertising partners. They may
be used by those companies to build a profile of your interests and show you
relevant adverts on other sites. They do not store directly personal
information, but are based on uniquely identifying your browser and internet
device. If you do not allow these cookies, you will experience less targeted
advertising.



Cookie Subgroup

Cookies

Cookies used

docs-stoplight.gusto.com

undefinedxxxxxxxxxxxxxxxxx

First Party

cdn.gusto.com

thx_guid

First Party

snowplow.gusto.com

sp

First Party

go.gusto.com

ln_or

First Party

app.gusto.com

cf_chl_2 , cf_chl_prog , cf_chl_seq_xxxxxxxxxxxxxx

First Party

covidresources.gusto.com

__sharethis_cookie_test__

First Party

gusto.com

__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx ,
cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg ,
exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc ,
exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid ,
lp , pt_ , ShareASale , so , tradedesk , visitor_id

First Party

quantserve.com

mc

Third Party

google.com

CONSENT, NID

Third Party

quora.com

__cf_bm

Third Party

clickagy.com

lrsync

Third Party

hubspot.com

__cf_bm

Third Party

dpm.demdex.net

dpm

Third Party

bing.com

MUID

Third Party

gusto.com

_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin

Third Party

youtube.com

CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC

Third Party

tealiumiq.com

TAPID

Third Party

ipredictive.com

cu

Third Party

twitter.com

personalization_id

Third Party

agkn.com

ab, u

Third Party

ads.linkedin.com

lang

Third Party

linkedin.com

AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory

Third Party

get.exitintel.com

exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp,
exitintel_prf

Third Party

company-target.com

tuuid, tuuid_lu

Third Party

gusto-demo.com

visitor_id

Third Party

doubleclick.net

IDE, test_cookie

Third Party

googleapis.com

CONSENT

Third Party

sitescout.com

ssi

Third Party

www.linkedin.com

bscookie, JSESSIONID, li_alerts

Third Party

c.bing.com

MR, SRM_B

Third Party

demdex.net

demdex

Third Party

www.facebook.com

Third Party

ad.ipredictive.com

ipredictive

Third Party

bidr.io

bito, bitoIsSecure, checkForPermission

Third Party

crwdcntrl.net

_cc_cc

Third Party

www.google.com

_GRECAPTCHA

Third Party



HOW TO CONTROL THE USE OF COOKIES

Electronic devices and software applications on these devices may offer you
tools to opt out of or block advertisements on the device or in specific
applications. Consult the help documentation and settings specific to your
devices and applications to learn more about your options. You have the right to
decide whether to accept or reject cookies. You can withdraw your consent at any
time for any cookies or other tracking technologies we use by deleting them from
your device. Should you choose to remove or block cookies, some website
functionality may become unavailable or unreliable.

In addition, most advertising networks offer you a way to opt out of targeted
advertising. If you would like to find out more information, please visit
http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.

OTHER TRACKING TECHNOLOGIES

Other than the cookies listed above, we have also implemented the following
tracking technologies within certain parts of our Websites and emails we send
you.

 1. Page tags and web beacons. These technologies are used for the purposes of
    tracking visitors as they navigate our Websites to better understand Website
    performance, and to measure the performance of online advertising.
    Recipients of emails we send are also tracked using this technology. For
    example, web beacons track whether an email was opened, and whether links
    within the email were clicked. This information is collected for the
    purposes of measuring the performance of our email messages and is processed
    according to our Privacy Notice.

 2. Local and session storage. Our website uses local and session storage to
    temporarily store information to improve user experience while interacting
    with the website.

UPDATES TO THIS COOKIE NOTICE

Gusto will periodically make amendments to this policy, as necessitated by
changes to our use of cookies and the legal requirements for notice of these
uses. Please continue to check this policy regularly to stay aware of these
changes and how they affect your continued use of our websites. The date at the
top of this Cookie Notice indicates when it was last updated.

QUESTIONS

If you have any questions about our use of cookies or other technologies, please
email us at privacy@gusto.com.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 21, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------

LAST UPDATED JANUARY 1, 2023

This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and
“ours”) uses cookies and similar technologies to recognise you, as well as track
and analyze your actions when you visit our websites at www.Gusto.com
(“Websites”). We also provide information related to how and why those same
technologies are applied to tracking and analyzing recipients of emails sent by
Gusto. Information about what these technologies are and why we use them, as
well as your rights to control our use of them, can be found below.

WHAT ARE COOKIES?

Cookies are small data files that are placed on your computer or mobile device
when you visit a website. Cookies are widely used by website owners in order to
make their websites work, or to work more efficiently, as well as to provide
reporting information.

We refer to cookies created by us as “first party cookies”. We refer to cookies
that we set on our website but that are created by parties other than us as
“third party cookies”. Third party cookies enable third party features or
functionality to be provided on or through the website (e.g. like advertising,
interactive content and analytics). The parties that provide these third party
cookies can recognise your computer both when it visits the website in question
and also when it visits certain other websites.

In addition to the party which sets the cookie, the duration of the cookie’s
retention in your browser can help define its purpose. Session cookies are
cookies which are stored on your device for the duration of the browser session.
When you close your browser, the session cookies are cleared. Persistent cookies
are stored either until you manually delete them or until your browser deletes
them based on the duration set within the persistent cookie file.

WHY WE USE COOKIES

We use both first and third party cookies for several reasons. First, let’s look
at the broad categories of first and third party cookies in use on our sites:

Essential website cookies: These cookies are strictly necessary to provide you
with services available through our Websites and to use some of its features,
such as access to secure areas. Refusal of these cookies may impact website
functionality.

Performance and functionality cookies: These cookies are used to enhance the
performance and functionality of our Websites but are non-essential to their
use. However, without these cookies, certain functionality may become
unavailable.

Analytics and customization cookies: These cookies collect information that is
used either in aggregate form to help us understand how our Websites are being
used or how effective marketing campaigns are, or to help us customize our
Websites for you.

Advertising cookies: These cookies are used to make advertising messages more
relevant to you. They perform functions like preventing the same ad from
continuously re-appearing, ensuring that ads are properly displayed for
advertisers, and in some cases selecting advertisements that are based on your
interests.

Social networking cookies: These cookies are used to enable you to share pages
and content that you find interesting on our Websites through third party social
networking and other websites. These cookies may also be used for advertising
purposes too.

Personal data collected by the cookies and related technologies described below
would include your location, information about your browsing behavior on this or
other sites, and information you provide via forms or single fields on this
site. This personal data will be used only in the manners described by this
notice and our Privacy Notice.

COOKIE LIST

A cookie is a small piece of data (text file) that a website – when visited by a
user – asks your browser to store on your device in order to remember
information about you, such as your language preference or login information.
Those cookies are set by us and called first-party cookies. We also use
third-party cookies – which are cookies from a domain different than the domain
of the website you are visiting – for our advertising and marketing efforts.
More specifically, we use cookies and other tracking technologies for the
following purposes:

STRICTLY NECESSARY COOKIES

These cookies are necessary for the website to function and cannot be switched
off in our systems. They are usually only set in response to actions made by you
which amount to a request for services, such as setting your privacy
preferences, logging in or filling in forms. You can set your browser to block
or alert you about these cookies, but some parts of the site will not then work.
These cookies do not store any personally identifiable information.



Cookie Subgroup

Cookies

Cookies used

cdn.gusto.com

tmx_guid

First Party

blog.gusto.com

cf_use_ob

First Party

app.gusto.com

cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx , dd_cookie_test_

First Party

docs-stoplight.gusto.com

_optimizely_user

First Party

gusto.com

_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid ,
OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id ,
utag_main

First Party

go.gusto.com

__cf_bm

First Party

gusto-demo.com

gsid

Third Party

app-ab13.marketo.com

BIGipServerab13web-nginx-app_https

Third Party



PERFORMANCE COOKIES

These cookies allow us to count visits and traffic sources so we can measure and
improve the performance of our site. They help us to know which pages are the
most and least popular and see how visitors move around the site. All
information these cookies collect is aggregated and therefore anonymous. If you
do not allow these cookies we will not know when you have visited our site, and
will not be able to monitor its performance.



Cookie Subgroup

Cookies

Cookies used

covidresources.gusto.com

qcSxc

First Party

events.gusto.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

First Party

go.gusto.com

_vwo_uuid_v2

First Party

app.gusto.com

_dd_s

First Party

gusto.com

__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt ,
__insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx
, _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid ,
fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents ,
optimizelySegments , pvc_visits[0] , refiner_cookie_uuid

First Party

credits.gusto.com

__hssc , __hssrc , __hstc

First Party

nr-data.net

JSESSIONID

Third Party

d3bnlkto289wdc.cloudfront.net

_dd_s

Third Party

tags.tiqcdn.com

qcSxc

Third Party

secure.quantserve.com

qcSxc

Third Party

app-ab13.marketo.com

__cf_bm

Third Party

cdn.mxpnl.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

Third Party

prod.gusto-assets.com

_dd_s

Third Party



TARGETING COOKIES

These cookies may be set through our site by our advertising partners. They may
be used by those companies to build a profile of your interests and show you
relevant adverts on other sites. They do not store directly personal
information, but are based on uniquely identifying your browser and internet
device. If you do not allow these cookies, you will experience less targeted
advertising.



Cookie Subgroup

Cookies

Cookies used

docs-stoplight.gusto.com

undefinedxxxxxxxxxxxxxxxxx

First Party

cdn.gusto.com

thx_guid

First Party

snowplow.gusto.com

sp

First Party

go.gusto.com

ln_or

First Party

app.gusto.com

cf_chl_2 , cf_chl_prog , cf_chl_seq_xxxxxxxxxxxxxx

First Party

covidresources.gusto.com

__sharethis_cookie_test__

First Party

gusto.com

__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx ,
cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg ,
exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc ,
exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid ,
lp , pt_ , ShareASale , so , tradedesk , visitor_id

First Party

quantserve.com

mc

Third Party

google.com

CONSENT, NID

Third Party

quora.com

__cf_bm

Third Party

clickagy.com

lrsync

Third Party

hubspot.com

__cf_bm

Third Party

dpm.demdex.net

dpm

Third Party

bing.com

MUID

Third Party

gusto.com

_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin

Third Party

youtube.com

CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC

Third Party

tealiumiq.com

TAPID

Third Party

ipredictive.com

cu

Third Party

twitter.com

personalization_id

Third Party

agkn.com

ab, u

Third Party

ads.linkedin.com

lang

Third Party

linkedin.com

AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory

Third Party

get.exitintel.com

exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp,
exitintel_prf

Third Party

company-target.com

tuuid, tuuid_lu

Third Party

gusto-demo.com

visitor_id

Third Party

doubleclick.net

IDE, test_cookie

Third Party

googleapis.com

CONSENT

Third Party

sitescout.com

ssi

Third Party

www.linkedin.com

bscookie, JSESSIONID, li_alerts

Third Party

c.bing.com

MR, SRM_B

Third Party

demdex.net

demdex

Third Party

www.facebook.com

Third Party

ad.ipredictive.com

ipredictive

Third Party

bidr.io

bito, bitoIsSecure, checkForPermission

Third Party

crwdcntrl.net

_cc_cc

Third Party

www.google.com

_GRECAPTCHA

Third Party



HOW TO CONTROL THE USE OF COOKIES

Electronic devices and software applications on these devices may offer you
tools to opt out of or block advertisements on the device or in specific
applications. Consult the help documentation and settings specific to your
devices and applications to learn more about your options. You have the right to
decide whether to accept or reject cookies. You can withdraw your consent at any
time for any cookies or other tracking technologies we use by deleting them from
your device. Should you choose to remove or block cookies, some website
functionality may become unavailable or unreliable.

In addition, most advertising networks offer you a way to opt out of targeted
advertising. If you would like to find out more information, please visit
http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.

OTHER TRACKING TECHNOLOGIES

Other than the cookies listed above, we have also implemented the following
tracking technologies within certain parts of our Websites and emails we send
you.

 1. Page tags and web beacons. These technologies are used for the purposes of
    tracking visitors as they navigate our Websites to better understand Website
    performance, and to measure the performance of online advertising.
    Recipients of emails we send are also tracked using this technology. For
    example, web beacons track whether an email was opened, and whether links
    within the email were clicked. This information is collected for the
    purposes of measuring the performance of our email messages and is processed
    according to our Privacy Notice.

 2. Local and session storage. Our website uses local and session storage to
    temporarily store information to improve user experience while interacting
    with the website.

UPDATES TO THIS COOKIE NOTICE

Gusto will periodically make amendments to this policy, as necessitated by
changes to our use of cookies and the legal requirements for notice of these
uses. Please continue to check this policy regularly to stay aware of these
changes and how they affect your continued use of our websites. The date at the
top of this Cookie Notice indicates when it was last updated.

QUESTIONS

If you have any questions about our use of cookies or other technologies, please
email us at privacy@gusto.com.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 20, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------

LAST UPDATED JANUARY 1, 2023

This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and
“ours”) uses cookies and similar technologies to recognise you, as well as track
and analyze your actions when you visit our websites at www.Gusto.com
(“Websites”). We also provide information related to how and why those same
technologies are applied to tracking and analyzing recipients of emails sent by
Gusto. Information about what these technologies are and why we use them, as
well as your rights to control our use of them, can be found below.

WHAT ARE COOKIES?

Cookies are small data files that are placed on your computer or mobile device
when you visit a website. Cookies are widely used by website owners in order to
make their websites work, or to work more efficiently, as well as to provide
reporting information.

We refer to cookies created by us as “first party cookies”. We refer to cookies
that we set on our website but that are created by parties other than us as
“third party cookies”. Third party cookies enable third party features or
functionality to be provided on or through the website (e.g. like advertising,
interactive content and analytics). The parties that provide these third party
cookies can recognise your computer both when it visits the website in question
and also when it visits certain other websites.

In addition to the party which sets the cookie, the duration of the cookie’s
retention in your browser can help define its purpose. Session cookies are
cookies which are stored on your device for the duration of the browser session.
When you close your browser, the session cookies are cleared. Persistent cookies
are stored either until you manually delete them or until your browser deletes
them based on the duration set within the persistent cookie file.

WHY WE USE COOKIES

We use both first and third party cookies for several reasons. First, let’s look
at the broad categories of first and third party cookies in use on our sites:

Essential website cookies: These cookies are strictly necessary to provide you
with services available through our Websites and to use some of its features,
such as access to secure areas. Refusal of these cookies may impact website
functionality.

Performance and functionality cookies: These cookies are used to enhance the
performance and functionality of our Websites but are non-essential to their
use. However, without these cookies, certain functionality may become
unavailable.

Analytics and customization cookies: These cookies collect information that is
used either in aggregate form to help us understand how our Websites are being
used or how effective marketing campaigns are, or to help us customize our
Websites for you.

Advertising cookies: These cookies are used to make advertising messages more
relevant to you. They perform functions like preventing the same ad from
continuously re-appearing, ensuring that ads are properly displayed for
advertisers, and in some cases selecting advertisements that are based on your
interests.

Social networking cookies: These cookies are used to enable you to share pages
and content that you find interesting on our Websites through third party social
networking and other websites. These cookies may also be used for advertising
purposes too.

Personal data collected by the cookies and related technologies described below
would include your location, information about your browsing behavior on this or
other sites, and information you provide via forms or single fields on this
site. This personal data will be used only in the manners described by this
notice and our Privacy Notice.

COOKIE LIST

A cookie is a small piece of data (text file) that a website – when visited by a
user – asks your browser to store on your device in order to remember
information about you, such as your language preference or login information.
Those cookies are set by us and called first-party cookies. We also use
third-party cookies – which are cookies from a domain different than the domain
of the website you are visiting – for our advertising and marketing efforts.
More specifically, we use cookies and other tracking technologies for the
following purposes:

STRICTLY NECESSARY COOKIES

These cookies are necessary for the website to function and cannot be switched
off in our systems. They are usually only set in response to actions made by you
which amount to a request for services, such as setting your privacy
preferences, logging in or filling in forms. You can set your browser to block
or alert you about these cookies, but some parts of the site will not then work.
These cookies do not store any personally identifiable information.



Cookie Subgroup

Cookies

Cookies used

cdn.gusto.com

tmx_guid

First Party

blog.gusto.com

cf_use_ob

First Party

app.gusto.com

cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx , dd_cookie_test_

First Party

docs-stoplight.gusto.com

_optimizely_user

First Party

gusto.com

_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid ,
OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id ,
utag_main

First Party

go.gusto.com

__cf_bm

First Party

gusto-demo.com

gsid

Third Party

app-ab13.marketo.com

BIGipServerab13web-nginx-app_https

Third Party



PERFORMANCE COOKIES

These cookies allow us to count visits and traffic sources so we can measure and
improve the performance of our site. They help us to know which pages are the
most and least popular and see how visitors move around the site. All
information these cookies collect is aggregated and therefore anonymous. If you
do not allow these cookies we will not know when you have visited our site, and
will not be able to monitor its performance.



Cookie Subgroup

Cookies

Cookies used

covidresources.gusto.com

qcSxc

First Party

events.gusto.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

First Party

go.gusto.com

_vwo_uuid_v2

First Party

app.gusto.com

_dd_s

First Party

gusto.com

__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt ,
__insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx
, _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid ,
fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents ,
optimizelySegments , pvc_visits[0] , refiner_cookie_uuid

First Party

credits.gusto.com

__hssc , __hssrc , __hstc

First Party

nr-data.net

JSESSIONID

Third Party

d3bnlkto289wdc.cloudfront.net

_dd_s

Third Party

tags.tiqcdn.com

qcSxc

Third Party

secure.quantserve.com

qcSxc

Third Party

app-ab13.marketo.com

__cf_bm

Third Party

cdn.mxpnl.com

mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel

Third Party

prod.gusto-assets.com

_dd_s

Third Party



TARGETING COOKIES

These cookies may be set through our site by our advertising partners. They may
be used by those companies to build a profile of your interests and show you
relevant adverts on other sites. They do not store directly personal
information, but are based on uniquely identifying your browser and internet
device. If you do not allow these cookies, you will experience less targeted
advertising.



Cookie Subgroup

Cookies

Cookies used

docs-stoplight.gusto.com

undefinedxxxxxxxxxxxxxxxxx

First Party

cdn.gusto.com

thx_guid

First Party

snowplow.gusto.com

sp

First Party

go.gusto.com

ln_or

First Party

app.gusto.com

cf_chl_2 , cf_chl_prog , cf_chl_seq_xxxxxxxxxxxxxx

First Party

covidresources.gusto.com

__sharethis_cookie_test__

First Party

gusto.com

__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx ,
cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg ,
exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc ,
exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid ,
lp , pt_ , ShareASale , so , tradedesk , visitor_id

First Party

quantserve.com

mc

Third Party

google.com

CONSENT, NID

Third Party

quora.com

__cf_bm

Third Party

clickagy.com

lrsync

Third Party

hubspot.com

__cf_bm

Third Party

dpm.demdex.net

dpm

Third Party

bing.com

MUID

Third Party

gusto.com

_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin

Third Party

youtube.com

CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC

Third Party

tealiumiq.com

TAPID

Third Party

ipredictive.com

cu

Third Party

twitter.com

personalization_id

Third Party

agkn.com

ab, u

Third Party

ads.linkedin.com

lang

Third Party

linkedin.com

AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory

Third Party

get.exitintel.com

exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp,
exitintel_prf

Third Party

company-target.com

tuuid, tuuid_lu

Third Party

gusto-demo.com

visitor_id

Third Party

doubleclick.net

IDE, test_cookie

Third Party

googleapis.com

CONSENT

Third Party

sitescout.com

ssi

Third Party

www.linkedin.com

bscookie, JSESSIONID, li_alerts

Third Party

c.bing.com

MR, SRM_B

Third Party

demdex.net

demdex

Third Party

www.facebook.com

Third Party

ad.ipredictive.com

ipredictive

Third Party

bidr.io

bito, bitoIsSecure, checkForPermission

Third Party

crwdcntrl.net

_cc_cc

Third Party

www.google.com

_GRECAPTCHA

Third Party



HOW TO CONTROL THE USE OF COOKIES

Electronic devices and software applications on these devices may offer you
tools to opt out of or block advertisements on the device or in specific
applications. Consult the help documentation and settings specific to your
devices and applications to learn more about your options. You have the right to
decide whether to accept or reject cookies. You can withdraw your consent at any
time for any cookies or other tracking technologies we use by deleting them from
your device. Should you choose to remove or block cookies, some website
functionality may become unavailable or unreliable.

In addition, most advertising networks offer you a way to opt out of targeted
advertising. If you would like to find out more information, please visit
http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.

OTHER TRACKING TECHNOLOGIES

Other than the cookies listed above, we have also implemented the following
tracking technologies within certain parts of our Websites and emails we send
you.

 1. Page tags and web beacons. These technologies are used for the purposes of
    tracking visitors as they navigate our Websites to better understand Website
    performance, and to measure the performance of online advertising.
    Recipients of emails we send are also tracked using this technology. For
    example, web beacons track whether an email was opened, and whether links
    within the email were clicked. This information is collected for the
    purposes of measuring the performance of our email messages and is processed
    according to our Privacy Notice.

 2. Local and session storage. Our website uses local and session storage to
    temporarily store information to improve user experience while interacting
    with the website.

UPDATES TO THIS COOKIE NOTICE

Gusto will periodically make amendments to this policy, as necessitated by
changes to our use of cookies and the legal requirements for notice of these
uses. Please continue to check this policy regularly to stay aware of these
changes and how they affect your continued use of our websites. The date at the
top of this Cookie Notice indicates when it was last updated.

QUESTIONS

If you have any questions about our use of cookies or other technologies, please
email us at privacy@gusto.com

EFFECTIVE OCTOBER 11, 2023  TO  OCTOBER 20, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------

LAST UPDATED JANUARY 1, 2023

This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and
“ours”) uses cookies and similar technologies to recognise you, as well as track
and analyze your actions when you visit our websites at www.Gusto.com
(“Websites”). We also provide information related to how and why those same
technologies are applied to tracking and analyzing recipients of emails sent by
Gusto. Information about what these technologies are and why we use them, as
well as your rights to control our use of them, can be found below.


WHAT ARE COOKIES?

Cookies are small data files that are placed on your computer or mobile device
when you visit a website. Cookies are widely used by website owners in order to
make their websites work, or to work more efficiently, as well as to provide
reporting information.

We refer to cookies created by us as “first party cookies”. We refer to cookies
that we set on our website but that are created by parties other than us as
“third party cookies”. Third party cookies enable third party features or
functionality to be provided on or through the website (e.g. like advertising,
interactive content and analytics). The parties that provide these third party
cookies can recognise your computer both when it visits the website in question
and also when it visits certain other websites.

In addition to the party which sets the cookie, the duration of the cookie’s
retention in your browser can help define its purpose. Session cookies are
cookies which are stored on your device for the duration of the browser session.
When you close your browser, the session cookies are cleared. Persistent cookies
are stored either until you manually delete them or until your browser deletes
them based on the duration set within the persistent cookie file.


WHY WE USE COOKIES

We use both first and third party cookies for several reasons. First, let’s look
at the broad categories of first and third party cookies in use on our sites:

Essential website cookies: These cookies are strictly necessary to provide you
with services available through our Websites and to use some of its features,
such as access to secure areas. Refusal of these cookies may impact website
functionality.



Performance and functionality cookies: These cookies are used to enhance the
performance and functionality of our Websites but are non-essential to their
use. However, without these cookies, certain functionality may become
unavailable.



Analytics and customization cookies: These cookies collect information that is
used either in aggregate form to help us understand how our Websites are being
used or how effective marketing campaigns are, or to help us customize our
Websites for you.

Advertising cookies: These cookies are used to make advertising messages more
relevant to you. They perform functions like preventing the same ad from
continuously re-appearing, ensuring that ads are properly displayed for
advertisers, and in some cases selecting advertisements that are based on your
interests.



Social networking cookies: These cookies are used to enable you to share pages
and content that you find interesting on our Websites through third party social
networking and other websites. These cookies may also be used for advertising
purposes too.



Personal data collected by the cookies and related technologies described below
would include your location, information about your browsing behavior on this or
other sites, and information you provide via forms or single fields on this
site. This personal data will be used only in the manners described by this
notice and our Privacy Notice.


COOKIE LIST

A cookie is a small piece of data (text file) that a website – when visited by a
user – asks your browser to store on your device in order to remember
information about you, such as your language preference or login information.
Those cookies are set by us and called first-party cookies. We also use
third-party cookies – which are cookies from a domain different than the domain
of the website you are visiting – for our advertising and marketing efforts.
More specifically, we use cookies and other tracking technologies for the
following purposes:

STRICTLY NECESSARY COOKIES

These cookies are necessary for the website to function and cannot be switched
off in our systems. They are usually only set in response to actions made by you
which amount to a request for services, such as setting your privacy
preferences, logging in or filling in forms. You can set your browser to block
or alert you about these cookies, but some parts of the site will not then work.
These cookies do not store any personally identifiable information.

Strictly Necessary Cookies Cookie Subgroup Cookies Cookies used cdn.gusto.com
tmx_guid First Party blog.gusto.com cf_use_ob First Party app.gusto.com
cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx , dd_cookie_test_ First Party
docs-stoplight.gusto.com _optimizely_user First Party gusto.com _gcorp_session ,
_tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid ,
OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id ,
utag_main First Party go.gusto.com __cf_bm First Party gusto-demo.com gsid Third
Party app-ab13.marketo.com BIGipServerab13web-nginx-app_https Third Party

PERFORMANCE COOKIES

These cookies allow us to count visits and traffic sources so we can measure and
improve the performance of our site. They help us to know which pages are the
most and least popular and see how visitors move around the site. All
information these cookies collect is aggregated and therefore anonymous. If you
do not allow these cookies we will not know when you have visited our site, and
will not be able to monitor its performance.

Performance Cookies Cookie Subgroup Cookies Cookies used
covidresources.gusto.com qcSxc First Party events.gusto.com
mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel First Party go.gusto.com
_vwo_uuid_v2 First Party app.gusto.com _dd_s First Party gusto.com __insp_dct ,
__insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt , __insp_targlpu ,
__insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx , _gat_UA- ,
_gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid , fs_uid ,
optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents ,
optimizelySegments , pvc_visits[0] , refiner_cookie_uuid First Party
credits.gusto.com __hssc , __hssrc , __hstc First Party nr-data.net JSESSIONID
Third Party d3bnlkto289wdc.cloudfront.net _dd_s Third Party tags.tiqcdn.com
qcSxc Third Party secure.quantserve.com qcSxc Third Party app-ab13.marketo.com
__cf_bm Third Party cdn.mxpnl.com mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel
Third Party prod.gusto-assets.com _dd_s Third Party

TARGETING COOKIES

These cookies may be set through our site by our advertising partners. They may
be used by those companies to build a profile of your interests and show you
relevant adverts on other sites. They do not store directly personal
information, but are based on uniquely identifying your browser and internet
device. If you do not allow these cookies, you will experience less targeted
advertising.

Targeting Cookies Cookie Subgroup Cookies Cookies used docs-stoplight.gusto.com
undefinedxxxxxxxxxxxxxxxxx First Party cdn.gusto.com thx_guid First Party
snowplow.gusto.com sp First Party go.gusto.com ln_or First Party app.gusto.com
cf_chl_2 , cf_chl_prog , cf_chl_seq_xxxxxxxxxxxxxx First Party
covidresources.gusto.com __sharethis_cookie_test__ First Party gusto.com __qca ,
_dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx ,
cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg ,
exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc ,
exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid ,
lp , pt_ , ShareASale , so , tradedesk , visitor_id First Party quantserve.com
mc Third Party google.com CONSENT, NID Third Party quora.com __cf_bm Third Party
clickagy.com lrsync Third Party hubspot.com __cf_bm Third Party dpm.demdex.net
dpm Third Party bing.com MUID Third Party gusto.com _fbp,
_gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin Third Party
youtube.com CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC Third Party
tealiumiq.com TAPID Third Party ipredictive.com cu Third Party twitter.com
personalization_id Third Party agkn.com ab, u Third Party ads.linkedin.com lang
Third Party linkedin.com AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr,
lidc, UserMatchHistory Third Party get.exitintel.com exitintel_cc, exitintel_cd,
exitintel_cfg, exitintel_cv, exitintel_lp, exitintel_prf Third Party
company-target.com tuuid, tuuid_lu Third Party gusto-demo.com visitor_id Third
Party doubleclick.net IDE, test_cookie Third Party googleapis.com CONSENT Third
Party sitescout.com ssi Third Party www.linkedin.com bscookie, JSESSIONID,
li_alerts Third Party c.bing.com MR, SRM_B Third Party demdex.net demdex Third
Party www.facebook.com Third Party ad.ipredictive.com ipredictive Third Party
bidr.io bito, bitoIsSecure, checkForPermission Third Party crwdcntrl.net _cc_cc
Third Party www.google.com _GRECAPTCHA Third Party










HOW TO CONTROL THE USE OF COOKIES

Electronic devices and software applications on these devices may offer you
tools to opt out of or block advertisements on the device or in specific
applications. Consult the help documentation and settings specific to your
devices and applications to learn more about your options. You have the right to
decide whether to accept or reject cookies. You can withdraw your consent at any
time for any cookies or other tracking technologies we use by deleting them from
your device. Should you choose to remove or block cookies, some website
functionality may become unavailable or unreliable.In addition, most advertising
networks offer you a way to opt out of targeted advertising. If you would like
to find out more information, please visit http://www.aboutads.info/choices/ or
http://www.aboutads.info/choices.








OTHER TRACKING TECHNOLOGIES

Other than the cookies listed above, we have also implemented the following
tracking technologies within certain parts of our Websites and emails we send
you.

 1. Page tags and web beacons. These technologies are used for the purposes of
    tracking visitors as they navigate our Websites to better understand Website
    performance, and to measure the performance of online advertising.
    Recipients of emails we send are also tracked using this technology. For
    example, web beacons track whether an email was opened, and whether links
    within the email were clicked. This information is collected for the
    purposes of measuring the performance of our email messages and is processed
    according to our Privacy Notice.
 2. Local and session storage. Our website uses local and session storage to
    temporarily store information to improve user experience while interacting
    with the website.


UPDATES TO THIS COOKIE NOTICE

Gusto will periodically make amendments to this policy, as necessitated by
changes to our use of cookies and the legal requirements for notice of these
uses. Please continue to check this policy regularly to stay aware of these
changes and how they affect your continued use of our websites. The date at the
top of this Cookie Notice indicates when it was last updated.








QUESTIONS

If you have any questions about our use of cookies or other technologies, please
email us at privacy@gusto.com


ACCEPTABLE USE POLICY

Version Version 4.0  (Current) Version 3.0 Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 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. Other
capitalized terms used but not defined in this Policy are defined in the Gusto
Employer Terms of Service. We may update this Policy from time to time by
posting it on our Site and it is your responsibility to review for updates. Your
continued use of our Platform and Services after a modification will constitute
your acceptance of the modified Policy.

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. Please see the Employer Terms of Service or Members
Terms of Service for more information (as applicable).

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. 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. 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. 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.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 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. Other
capitalized terms used but not defined in this Policy are defined in the Gusto
Employer Terms of Service. We may update this Policy from time to time by
posting it on our Site and it is your responsibility to review for updates. Your
continued use of our Platform and Services after a modification will constitute
your acceptance of the modified Policy.

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. Please see the Employer Terms of Service or Members
Terms of Service for more information (as applicable).

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. 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. 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. 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.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 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. Other
capitalized terms used but not defined in this Policy are defined in the Gusto
Employer Terms of Service. We may update this Policy from time to time by
posting it on our Site and it is your responsibility to review for updates. Your
continued use of our Platform and Services after a modification will constitute
your acceptance of the modified Policy.

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. Please see the Employer Terms of Service or Members
Terms of Service for more information (as applicable).

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. 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. 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. 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.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 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. Other
capitalized terms used but not defined in this Policy are defined in the Gusto
Employer Terms of Service. We may update this Policy from time to time by
posting it on our Site and it is your responsibility to review for updates. Your
continued use of our Platform and Services after a modification will constitute
your acceptance of the modified Policy.

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. Please see the Employer Terms of Service or Members
Terms of Service for more information (as applicable).

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. 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. 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. 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.






ELECTRONIC COMMUNICATIONS CONSENT

Version Version 3.0  (Current) Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 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. 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. 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. 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. 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.

Scope of Your Consent. 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. All electronic Communications from us to you will be considered “in
writing”. You agree to use electronic signatures in place of written signatures.
Your consent will be effective immediately and will remain in effect unless and
until either you or Gusto revoke it.

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. 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.

Maintaining Accurate Contact Information. 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. You can update your contact information (such as
your email address) through your Member Account. Gusto is not responsible for
any delay or failure of Communications that are sent to the email address that
you have provided to us.

Paper Copies. 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. You should print or download for your records a copy of this
Consent and any other Communication that is important to you.

Hardware and Software Requirements. 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. Gusto will notify you of any changes in the hardware and software
requirements needed to access Communications covered by your consent in this
section. 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.

Withdrawal of Consent. You may withdraw your consent to receive electronic
Communications at any time by emailing legal-opt-outs@gusto.com and referencing
this E-Sign Consent. However, withdrawal of your consent to receive electronic
Communications may result in termination of your access to Gusto Services. 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.

EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 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. 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. 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. 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. 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.

Scope of Your Consent. 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. All electronic Communications from us to you will be considered “in
writing”. You agree to use electronic signatures in place of written signatures.
Your consent will be effective immediately and will remain in effect unless and
until either you or Gusto revoke it.

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. 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.

Maintaining Accurate Contact Information. 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. You can update your contact information (such as
your email address) through your Member Account. Gusto is not responsible for
any delay or failure of Communications that are sent to the email address that
you have provided to us.

Paper Copies. 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. You should print or download for your records a copy of this
Consent and any other Communication that is important to you.

Hardware and Software Requirements. 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. Gusto will notify you of any changes in the hardware and software
requirements needed to access Communications covered by your consent in this
section. 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.

Withdrawal of Consent. You may withdraw your consent to receive electronic
Communications at any time by emailing legal-opt-outs@gusto.com and referencing
this E-Sign Consent. However, withdrawal of your consent to receive electronic
Communications may result in termination of your access to Gusto Services. 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.

EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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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. 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. 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. 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. 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.

Scope of Your Consent. 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. All electronic Communications from us to you will be considered “in
writing”. You agree to use electronic signatures in place of written signatures.
Your consent will be effective immediately and will remain in effect unless and
until either you or Gusto revoke it.

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. 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.

Maintaining Accurate Contact Information. 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. You can update your contact information (such as
your email address) through your Member Account. Gusto is not responsible for
any delay or failure of Communications that are sent to the email address that
you have provided to us.

Paper copies. 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. You should print or download for your records a copy of this
Consent and any other Communication that is important to you.

Hardware and Software Requirements. 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. Gusto will notify you of any changes in the hardware and software
requirements needed to access Communications covered by your consent in this
section. 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.

Withdrawal of Consent. You may withdraw your consent to receive electronic
Communications at any time by emailing legal-opt-outs@gusto.com and referencing
this E-Sign Consent. However, withdrawal of your consent to receive electronic
Communications may result in termination of your access to Gusto Services. 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.


TERMS FOR PROMOTIONAL OFFERS & DISCOUNTS

Version Version 5.0  (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.0

EFFECTIVE OCTOBER 20, 2023

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TABLE OF CONTENTS

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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. In addition,
the Terms listed below apply to each promotion and/or discount as indicated.
Capitalized terms below have the meanings given to them in the Gusto Terms of
Service.

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. You must have a
current Account, and your Account must not be terminated or suspended in order
to to take advantage of an Offer. 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. 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.

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.
 * 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. 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).

Offers will be applied to your Gusto invoice(s) while all applicable terms and
conditions are met or fulfilled. In some cases, an Offer may apply to multiple
consecutive invoices. In those cases, the Offer may only be applied to
consecutive invoices while the applicable conditions are met.

Offers cannot be combined or “stacked” unless otherwise indicated. 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.

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.

Offers cannot be redeemed for cash or cash equivalent. Offers are not
transferable and may not be auctioned, traded, copied, transferred, bartered,
modified or sold. Offers cannot be applied retroactively to prior invoices. All
Gusto Offers, products and Services are subject to availability. Gusto reserves
the right to modify or cancel an Offer at any time. Offers are void where
restricted or prohibited by law. Gusto’s computer is the official date/time
keeping device for all Offers. Gusto may change or update these Terms at any
time. 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.







EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 20, 2023

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--------------------------------------------------------------------------------

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. In addition,
the Terms listed below apply to each promotion and/or discount as indicated.
Capitalized terms below have the meanings given to them in the Gusto Terms of
Service.



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. You must have a
current Account, and your Account must not be terminated or suspended in order
to to take advantage of an Offer. 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. 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.

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.
 * 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. 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).

Offers will be applied to your Gusto invoice(s) while all applicable terms and
conditions are met or fulfilled. In some cases, an Offer may apply to multiple
consecutive invoices. In those cases, the Offer may only be applied to
consecutive invoices while the applicable conditions are met.

Offers cannot be combined or “stacked” unless otherwise indicated. 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.

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.

Offers cannot be redeemed for cash or cash equivalent. Offers are not
transferable and may not be auctioned, traded, copied, transferred, bartered,
modified or sold. Offers cannot be applied retroactively to prior invoices. All
Gusto Offers, products and Services are subject to availability. Gusto reserves
the right to modify or cancel an Offer at any time. Offers are void where
restricted or prohibited by law. Gusto’s computer is the official date/time
keeping device for all Offers. Gusto may change or update these Terms at any
time. 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.







EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 20, 2023

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--------------------------------------------------------------------------------

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. In addition,
the Terms listed below apply to each promotion and/or discount as indicated.
Capitalized terms below have the meanings given to them in the Gusto Terms of
Service.



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. You must have a
current Account, and your Account must not be terminated or suspended in order
to to take advantage of an Offer. 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. 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.

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.
 * 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. 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).

Offers will be applied to your Gusto invoice(s) while all applicable terms and
conditions are met or fulfilled. In some cases, an Offer may apply to multiple
consecutive invoices. In those cases, the Offer may only be applied to
consecutive invoices while the applicable conditions are met.

Offers cannot be combined or “stacked” unless otherwise indicated. 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.

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.

Offers cannot be redeemed for cash or cash equivalent. Offers are not
transferable and may not be auctioned, traded, copied, transferred, bartered,
modified or sold. Offers cannot be applied retroactively to prior invoices. All
Gusto Offers, products and Services are subject to availability. Gusto reserves
the right to modify or cancel an Offer at any time. Offers are void where
restricted or prohibited by law. Gusto’s computer is the official date/time
keeping device for all Offers. Gusto may change or update these Terms at any
time. 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.







EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

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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. In addition,
the Terms listed below apply to each promotion and/or discount as indicated.
Capitalized terms below have the meanings given to them in the Gusto Terms of
Service.



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. You must have a
current Account, and your Account must not be terminated or suspended in order
to to take advantage of an Offer. 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. 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.

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.
 * 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. 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).

Offers will be applied to your Gusto invoice(s) while all applicable terms and
conditions are met or fulfilled. In some cases, an Offer may apply to multiple
consecutive invoices. In those cases, the Offer may only be applied to
consecutive invoices while the applicable conditions are met.

Offers cannot be combined or “stacked” unless otherwise indicated. 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.

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.

Offers cannot be redeemed for cash or cash equivalent. Offers are not
transferable and may not be auctioned, traded, copied, transferred, bartered,
modified or sold. Offers cannot be applied retroactively to prior invoices. All
Gusto Offers, products and Services are subject to availability. Gusto reserves
the right to modify or cancel an Offer at any time. Offers are void where
restricted or prohibited by law. Gusto’s computer is the official date/time
keeping device for all Offers. Gusto may change or update these Terms at any
time. 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.







EFFECTIVE OCTOBER 13, 2023  TO  OCTOBER 19, 2023

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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. In addition,
the Terms listed below apply to each promotion and/or discount as indicated.
Capitalized terms below have the meanings given to them in the Gusto Terms of
Service.

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. You must have a
current Account, and your Account must not be terminated or suspended in order
to to take advantage of an Offer. 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. 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.

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.
 * 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. 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).

Offers will be applied to your Gusto invoice(s) while all applicable terms and
conditions are met or fulfilled. In some cases, an Offer may apply to multiple
consecutive invoices. In those cases, the Offer may only be applied to
consecutive invoices while the applicable conditions are met.

Offers cannot be combined or “stacked” unless otherwise indicated. 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.

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.

Offers cannot be redeemed for cash or cash equivalent. Offers are not
transferable and may not be auctioned, traded, copied, transferred, bartered,
modified or sold. Offers cannot be applied retroactively to prior invoices. All
Gusto Offers, products and Services are subject to availability. Gusto reserves
the right to modify or cancel an Offer at any time. Offers are void where
restricted or prohibited by law. Gusto’s computer is the official date/time
keeping device for all Offers. Gusto may change or update these Terms at any
time. 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.






ACCESSIBILITY STATEMENT

Version Version 3.0  (Current) Version 2.0 Version 1.0

EFFECTIVE OCTOBER 20, 2023

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We are committed to ensuring that our website and other digital offerings are
open and accessible to the broadest audience possible. 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.

If you have questions, comments, or encounter any difficulty relating to the
accessibility of our website, platform, or mobile application, please contact us
at accessibility@gusto.com.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 20, 2023

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TABLE OF CONTENTS

--------------------------------------------------------------------------------

We are committed to ensuring that our website and other digital offerings are
open and accessible to the broadest audience possible. 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.

If you have questions, comments, or encounter any difficulty relating to the
accessibility of our website, platform, or mobile application, please contact us
at accessibility@gusto.com.

EFFECTIVE OCTOBER 13, 2023  TO  OCTOBER 20, 2023

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TABLE OF CONTENTS

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Accessibility Statement

We are committed to ensuring that our website and other digital offerings are
open and accessible to the broadest audience possible. 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.

If you have questions, comments, or encounter any difficulty relating to the
accessibility of our website, platform, or mobile application, please contact us
at accessibility@gusto.com.






PAYROLL SERVICE TERMS

Version Version 4.0  (Current) Version 3.0 Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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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. Your continued use of
our payroll products and services after March 22, 2024 will constitute your
acceptance of these terms. To review the outgoing terms, please click here.

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. Capitalized terms used but not defined in these Payroll Terms have the
meanings ascribed to them in the Gusto Employer Terms. 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. These Payroll Terms are Additional
Terms as defined in the Gusto Terms of Service.

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. 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.

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. However, certain non-U.S. payroll services may
be available to qualified Employers, subject to Additional Terms and
availability.

1. 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.

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.
Gusto reserves the right to change, modify, or terminate any of the Payroll
Features at any time with or without notice.

2. 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.

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. 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”). 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”). 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”). 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.

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. 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”). 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. 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.

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.
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.
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.

Employer authorizes Gusto to obtain information about Employer as a business
entity, and to report adverse business information about Employer to third
parties including but not limited to federal or state tax authorities. Gusto
reserves the right to terminate this 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. 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. 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.

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”). 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. EMPLOYER’S RESPONSIBILITIES

A. Employer is Responsible for the Accuracy of all Payroll Information

For purposes of these Payroll Terms, “Payroll Information” means:

 1. 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;

 2. information provided to Gusto by Employer’s Payees or Members for purposes
    of the Payroll Service; and

 3. 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).

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. Employer is solely
responsible for the accuracy, timeliness, and completeness of all Payroll
Information. Gusto is entitled to rely on, and is not obligated to independently
verify the accuracy of, Payroll Information except where required by law. 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.

B. 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.

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). Employer acknowledges
and understands that such laws and obligations vary by industry, region and
city, and change over time. 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.

C. 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. 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). For more information on debit dates please visit our Help Center. 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. 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.

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. 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. 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.

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. GUSTO RESERVES CERTAIN RIGHTS

A. Payment Methods; Eligibility for Payment Methods

Gusto may process different Payment types through different payment methods.
Payments to contractors may be subject to different restrictions or requirements
than payroll Payments to employees.

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. 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. 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. For more
information on payment methods and associated requirements or restrictions
please visit our Help Center.

B. Eligibility for Certain Processing Speeds

Certain Employers may qualify for a faster payment processing speed (“Expedited
Processing”). 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. 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. 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.

C. 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. 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). 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.

D. 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.

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. PROCESSING PAYMENTS VIA ACH

A. 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. 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. 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.
Gusto is not responsible for determining whether Employer’s Bank Account has
deposit or withdrawal restrictions. These authorizations will remain in effect
until and unless Employer gives Gusto written notice to terminate them. Such
written notice of termination must afford Gusto and the Bank reasonable
opportunity to act upon such notice.

B. 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. 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.

C. 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. For more information, please visit our Help Center. 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”). Gusto may impose a fee for, or reject, a Reversal
request for any reason without notice or liability to Employer. 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. 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.

D. Other Limitations & Obligations

The Payroll Service does not support international ACH transactions. Gusto is
not responsible for re-submitting a failed direct deposit if Gusto initiated
that direct deposit in compliance with these Payroll Terms. 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. 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. 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. WIRE TRANSFERS

Gusto may require certain Employers to transfer funds for Payments to Gusto via
wire transfer. For more information on wire transfers, please visit our Help
Center. Employer understands and acknowledges that certain banks may charge a
fee to send or receive a wire transfer. 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. 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. 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.
Employer expressly releases Gusto from all liability and Claims arising from
applicable unclaimed property laws. 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. 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. Employer is responsible
for completing all required tax agency forms and electronic authorizations to
confirm such appointment and instructions. 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. 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. 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.

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”). Employer consents to the disclosure
to the applicable tax authority or agency of all information pertaining to
Employer’s use of Electronic Tax Processing.

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. In the event of suspension
of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes
to the Employer Bank Account.

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. 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. 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. Please visit our Help Center for more
information on how to contact state tax agencies.

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. 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. Employer understands that any such assistance from
Gusto does not constitute and should not be construed as professional advice or
guidance of any kind.

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. 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. 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. 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). 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. 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. 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. 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. 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. 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. INVESTMENT OF PAYROLL FUNDS

In certain jurisdictions, Gusto provides Payments in connection with the Payroll
Services as a licensed money transmitter (or its equivalent). More information
regarding Gusto, Inc.’s money transmission licenses, and relevant contact
information, is available here.

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. Gusto may invest the Payroll Funds in
accordance with Gusto’s applicable investment guidelines and consistent with
state money transmission laws (as applicable). 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.
Gusto owns all income, interest, or return from funds in the Payroll Account.
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. 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. Employer may terminate
the Payroll Service at any time from within Employer’s Account. Employer
acknowledges and understands that termination of the Payroll Service (whether by
Employer or by Gusto) may not be reversible. 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.

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. Employer will be unable to submit additional Payroll Information for the
purpose of initiating further Payments via the Payroll Service following
termination.

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”). 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. For the avoidance of doubt, Gusto cannot assist in winding down
Employer’s business or in closing Employer’s applicable tax agency accounts.

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. 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. 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.
Please visit our Help Center for more information regarding which Final Filings
Employer may be responsible for following termination.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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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. Your continued use of
our payroll products and services after March 22, 2024 will constitute your
acceptance of these terms. To review the outgoing terms, please click here.

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. Capitalized terms used but not defined in these Payroll Terms have the
meanings ascribed to them in the Gusto Employer Terms. 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. These Payroll Terms are Additional
Terms as defined in the Gusto Terms of Service.

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. 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.

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. However, certain non-U.S. payroll services may
be available to qualified Employers, subject to Additional Terms and
availability.

1. 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.

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.
Gusto reserves the right to change, modify, or terminate any of the Payroll
Features at any time with or without notice.

2. 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.

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. 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”). 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”). 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”). 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.

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. 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”). 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. 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.

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.
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.
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.

Employer authorizes Gusto to obtain information about Employer as a business
entity, and to report adverse business information about Employer to third
parties including but not limited to federal or state tax authorities. Gusto
reserves the right to terminate this 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. 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. 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.

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”). 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. EMPLOYER’S RESPONSIBILITIES

A. Employer is Responsible for the Accuracy of all Payroll Information

For purposes of these Payroll Terms, “Payroll Information” means:

 1. 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;

 2. information provided to Gusto by Employer’s Payees or Members for purposes
    of the Payroll Service; and

 3. 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).

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. Employer is solely
responsible for the accuracy, timeliness, and completeness of all Payroll
Information. Gusto is entitled to rely on, and is not obligated to independently
verify the accuracy of, Payroll Information except where required by law. 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.

B. 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.

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). Employer acknowledges
and understands that such laws and obligations vary by industry, region and
city, and change over time. 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.

C. 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. 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). For more information on debit dates please visit our Help Center. 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. 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.

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. 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. 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.

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. GUSTO RESERVES CERTAIN RIGHTS

A. Payment Methods; Eligibility for Payment Methods

Gusto may process different Payment types through different payment methods.
Payments to contractors may be subject to different restrictions or requirements
than payroll Payments to employees.

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. 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. 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. For more
information on payment methods and associated requirements or restrictions
please visit our Help Center.

B. Eligibility for Certain Processing Speeds

Certain Employers may qualify for a faster payment processing speed (“Expedited
Processing”). 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. 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. 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.

C. 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. 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). 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.

D. 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.

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. PROCESSING PAYMENTS VIA ACH

A. 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. 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. 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.
Gusto is not responsible for determining whether Employer’s Bank Account has
deposit or withdrawal restrictions. These authorizations will remain in effect
until and unless Employer gives Gusto written notice to terminate them. Such
written notice of termination must afford Gusto and the Bank reasonable
opportunity to act upon such notice.

B. 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. 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.

C. 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. For more information, please visit our Help Center. 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”). Gusto may impose a fee for, or reject, a Reversal
request for any reason without notice or liability to Employer. 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. 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.

D. Other Limitations & Obligations

The Payroll Service does not support international ACH transactions. Gusto is
not responsible for re-submitting a failed direct deposit if Gusto initiated
that direct deposit in compliance with these Payroll Terms. 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. 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. 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. WIRE TRANSFERS

Gusto may require certain Employers to transfer funds for Payments to Gusto via
wire transfer. For more information on wire transfers, please visit our Help
Center. Employer understands and acknowledges that certain banks may charge a
fee to send or receive a wire transfer. 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. 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. 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.
Employer expressly releases Gusto from all liability and Claims arising from
applicable unclaimed property laws. 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. 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. Employer is responsible
for completing all required tax agency forms and electronic authorizations to
confirm such appointment and instructions. 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. 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. 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.

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”). Employer consents to the disclosure
to the applicable tax authority or agency of all information pertaining to
Employer’s use of Electronic Tax Processing.

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. In the event of suspension
of termination of the Payroll Service, Gusto may refund any unpaid payroll taxes
to the Employer Bank Account.

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. 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. 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. Please visit our Help Center for more
information on how to contact state tax agencies.

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. 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. Employer understands that any such assistance from
Gusto does not constitute and should not be construed as professional advice or
guidance of any kind.

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. 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. 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. 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). 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. 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. 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. 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. 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. 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. INVESTMENT OF PAYROLL FUNDS

In certain jurisdictions, Gusto provides Payments in connection with the Payroll
Services as a licensed money transmitter (or its equivalent). More information
regarding Gusto, Inc.’s money transmission licenses, and relevant contact
information, is available here.

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. Gusto may invest the Payroll Funds in
accordance with Gusto’s applicable investment guidelines and consistent with
state money transmission laws (as applicable). 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.
Gusto owns all income, interest, or return from funds in the Payroll Account.
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. 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. Employer may terminate
the Payroll Service at any time from within Employer’s Account. Employer
acknowledges and understands that termination of the Payroll Service (whether by
Employer or by Gusto) may not be reversible. 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.

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. Employer will be unable to submit additional Payroll Information for the
purpose of initiating further Payments via the Payroll Service following
termination.

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”). 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. For the avoidance of doubt, Gusto cannot assist in winding down
Employer’s business or in closing Employer’s applicable tax agency accounts.

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. 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. 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.
Please visit our Help Center for more information regarding which Final Filings
Employer may be responsible for following termination.





EFFECTIVE OCTOBER 19, 2023  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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.

These Payroll Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these Payroll Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The Payroll Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the Payroll
Agreement carefully and to save a copy of it for User’s records. 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. In
that event, “User” (as defined in the Gusto Terms) also refers to that business
or individual. 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. 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.

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.

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. 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. 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. 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. 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. 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.

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.

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. 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). Failure to provide the required documents may
adversely impact Gusto’s ability to perform the Payroll Service. 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.

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. 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. 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. User shall then,
prior to submitting User’s first payroll, review the Payroll Information for
completeness and accuracy. 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). 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. 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.

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. Final responsibility for
any audits or assessments rests with User. Gusto will not have any
responsibility for verifying the accuracy of any data User provides via the
Platform or via any other method.

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.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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. Gusto is not responsible for determining whether the bank
accounts of any payors or payees have deposit or withdrawal restrictions.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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.
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. User acknowledges that no state or federal agency monitors or
assumes any responsibility for Gusto’s financial solvency.

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).
Sometimes, this will result in Gusto withdrawing slightly less than what
ultimately is required to be remitted to the applicable taxing authority. 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.
Sometimes, this will result in Gusto withdrawing slightly more than what
ultimately is required to be remitted to the applicable taxing authority. 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.

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. 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. 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. 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. 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. 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. 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. 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.

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.
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. User will reimburse Gusto for any
expenses, losses, fines, penalties, or damages Gusto may incur in effecting or
attempting to effect such a request. 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. 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. 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. 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).

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. 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. 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”). 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. 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. 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. 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. 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.

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. 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.

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. User agrees to reimburse Gusto for any costs or expenses
incurred in attempting to honor such a reversal request. 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. 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.

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. 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. 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.

User expressly acknowledges that Gusto does not intentionally or knowingly
engage in or support International ACH Transactions (“IATs”), as defined in the
NACHA Rules. 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. 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.
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. 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. 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. 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. 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. 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. 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. 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. 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. It is User's
responsibility to submit complete, timely, and accurate information to Gusto in
connection with the Payroll Service. 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. User further agrees to hold Gusto
harmless from such liability. 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. 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.

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. 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. User
may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477
for an enrollment form. State tax authorities generally offer similar means to
verify tax payments. User should contact the appropriate state offices directly
for details.

15. 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. In addition, Gusto will return the Unpaid Funds to User in
accordance with Section 8 of these Payroll Terms. User, not Gusto, is required
to contact payees and/or otherwise resolve the Unpaid Funds. 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. 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. 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. 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. 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.
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”). 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”). 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. 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. 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.





EFFECTIVE OCTOBER 13, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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.

These Payroll Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these Payroll Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The Payroll Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the Payroll
Agreement carefully and to save a copy of it for User’s records. 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. In
that event, “User” (as defined in the Gusto Terms) also refers to that business
or individual. 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. 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.

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.

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. 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. 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. 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. 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. 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.

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.

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. 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). Failure to provide the required documents may
adversely impact Gusto’s ability to perform the Payroll Service. 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.

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. 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. 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. User shall then,
prior to submitting User’s first payroll, review the Payroll Information for
completeness and accuracy. 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). 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. 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.

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. Final responsibility for
any audits or assessments rests with User. Gusto will not have any
responsibility for verifying the accuracy of any data User provides via the
Platform or via any other method.

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.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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. Gusto is not responsible for determining whether the bank
accounts of any payors or payees have deposit or withdrawal restrictions.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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.
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. User acknowledges that no state or federal agency monitors or
assumes any responsibility for Gusto’s financial solvency.

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).
Sometimes, this will result in Gusto withdrawing slightly less than what
ultimately is required to be remitted to the applicable taxing authority. 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.
Sometimes, this will result in Gusto withdrawing slightly more than what
ultimately is required to be remitted to the applicable taxing authority. 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.

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. 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. 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. 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. 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. 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. 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. 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.

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.
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. User will reimburse Gusto for any
expenses, losses, fines, penalties, or damages Gusto may incur in effecting or
attempting to effect such a request. 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. 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. 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. 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).

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. 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. 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”). 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. 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. 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. 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. 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.

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. 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.

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. User agrees to reimburse Gusto for any costs or expenses
incurred in attempting to honor such a reversal request. 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. 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.

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. 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. 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.

User expressly acknowledges that Gusto does not intentionally or knowingly
engage in or support International ACH Transactions (“IATs”), as defined in the
NACHA Rules. 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. 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.
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. 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. 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. 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. 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. 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. 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. 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. 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. It is User's
responsibility to submit complete, timely, and accurate information to Gusto in
connection with the Payroll Service. 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. User further agrees to hold Gusto
harmless from such liability. 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. 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.

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. 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. User
may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477
for an enrollment form. State tax authorities generally offer similar means to
verify tax payments. User should contact the appropriate state offices directly
for details.

15. 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. In addition, Gusto will return the Unpaid Funds to User in
accordance with Section 8 of these Payroll Terms. User, not Gusto, is required
to contact payees and/or otherwise resolve the Unpaid Funds. 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. 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. 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. 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. 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.
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”). 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”). 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. 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. 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.






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 19, 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”).

These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.

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.

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. 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. 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. 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.

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.

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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.

Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.

Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.

As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.

Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.

User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.

Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 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”).



These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.



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.



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. 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. 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. 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.



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.



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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.



Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.



Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.



As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.



Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.



User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.



Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------


&TAB;

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”).

	

These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.



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.



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. 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. 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. 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.



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.



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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.



Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.



Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.



As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.



Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.

	

User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.



Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------


&TAB;

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”).

	

These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.

	

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.

	

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. 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. 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. 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.

	

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.

	

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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.

	

Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.

	

Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.

	

As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.

	

Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.

	

User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.

	

Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.

EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------


&TAB;

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”).

	

These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.

	

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.

	

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. 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. 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. 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.

	

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.

	

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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.

	

Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.

	

Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.

	

As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.

	

Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.

	

User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.

	

Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.

EFFECTIVE OCTOBER 17, 2023  TO  OCTOBER 19, 2023

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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”).

These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized
terms used but not otherwise defined in these Benefits Terms shall have the
meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a
legally binding agreement between User and Gusto Insurance. User is encouraged
to read the Benefits Agreement carefully and to save a copy of it for User’s
records. 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. In that event, “User” (as defined in the Gusto Terms) also refers to
that business or individual. 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. 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.

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.

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. 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. 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. 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.

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.

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. User acknowledges and
permits Gusto Insurance, as User’s broker or agent of record, to receive
commissions from User’s Benefits Providers.

Gusto Insurance only provides the Benefits Service to Users in states where
Gusto Insurance has obtained all appropriate licensure. 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. 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. 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. Additional information regarding Gusto Insurance’s and Gusto Insurance
Brokers’ licensure is located on the Insurance Agency page.

Gusto Insurance Brokers shall make Benefits Service recommendations and price
estimations based on User’s location, group size, and specific circumstances.
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. User
acknowledges that quoted prices are unofficial, rough estimates that may change
without notice. 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.

As part of the Benefits Service, Gusto Insurance may provide oral or written
summaries and descriptions of Insurance Plans (the “Benefits Guidance”). 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.

Gusto Insurance is not a Benefits Provider. 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. Additionally, Gusto Insurance does
not process claims, make decisions, or determine eligibility requirements for
specific Insurance Plans. 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. The decision to accept any
such Insurance Plan is made solely by the User.

User acknowledges that it remains the fiduciary of any and all Insurance Plans
procured or managed through the Benefits Service. User shall be responsible for
reviewing for accuracy all communications, notices, and invoices User receives
directly from its Benefits Provider. 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. 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. 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. 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. 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. Former Employees can
utilize the Benefits Services to enroll in COBRA or state continuation coverage
by emailing cobra@gusto.com. 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.

Gusto Insurance uses a Third-Party Service to administer COBRA. 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. 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.


INTERNATIONAL CONTRACTOR PAYMENTS SERVICE TERMS

Version Version 8.5  (Current) 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 OCTOBER 23, 2023

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.



EFFECTIVE OCTOBER 23, 2023  TO  OCTOBER 23, 2023

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TABLE OF CONTENTS

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.



EFFECTIVE OCTOBER 23, 2023  TO  OCTOBER 23, 2023

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TABLE OF CONTENTS

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. These Third-Party Services may include the following services, each of
which maintain their own terms of service and privacy policy:

																																																						

Third-Party ServiceTerms and ConditionsPrivacy PolicyWiseTerms and
ConditionsPrivacy PolicydLocalTerms and ConditionsPrivacy PolicyJPMorgan
ChaseTerms and ConditionsPrivacy Policy

Gusto is not responsible for the acts or omissions of any Third-Party Service.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.



EFFECTIVE OCTOBER 23, 2023  TO  OCTOBER 23, 2023

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TABLE OF CONTENTS

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.



EFFECTIVE OCTOBER 23, 2023  TO  OCTOBER 23, 2023

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TABLE OF CONTENTS

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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 PolicyWise Terms and
ConditionsPrivacy PolicydLocal Terms and ConditionsPrivacy PolicyJPMorgan Chase
Terms and ConditionsPrivacy Policy

Gusto is not responsible for the acts or omissions of any Third-Party Service.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 23, 2023

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TABLE OF CONTENTS

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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.
(“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”).

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.

	

	

	



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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.
(“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”).



These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.



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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.



Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.



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. 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. 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. 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.
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. 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.



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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.



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.



Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES



As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.



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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.



12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).



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.



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.



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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.



16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.



18. 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. 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.



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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.









EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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.
(“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”).

	

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

	

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

	

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

	

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. 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. 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. 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.
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. 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.

	

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

	

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.

	

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

	

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

	

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

	

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

	

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.

	

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.

	

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

	

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

	

18. 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. 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.

	

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.

	

	

	



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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.
(“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”).

	

These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.

	

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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.

	

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

	

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. 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. 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. 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.
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. 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.

	

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.

	

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.

	

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

	

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.

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.

	

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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

	

12. 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”). 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.

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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

	

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.

	

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.

	

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

	

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

	

18. 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. 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.

	

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.

	

	

	









EFFECTIVE JUNE 6, 2022  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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.
(“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”).





These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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. 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.





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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.





Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.





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. 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. 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. 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.
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. 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.



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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.





Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.





Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.



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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.





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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.





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.





Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.





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.





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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.





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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.





Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.



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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.





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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.





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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.







EFFECTIVE FEBRUARY 10, 2022  TO  JUNE 6, 2022

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TABLE OF CONTENTS

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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.
(“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”).





These International Contractor Payments Service Terms are also “Service Terms”
under the Gusto Terms. 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. The
International Contractor Payments Agreement is a legally binding agreement
between Gusto and both the Customer and International Contractor, as applicable.
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. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the International Contractor Payments
Agreement. 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. 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. 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.



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.





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. 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. 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. 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. 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.
Gusto reserves the right to add, modify, or discontinue any features of the
International Contractor Payments Service.





Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.





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. 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. 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. 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.
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. 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.



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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information, please see Gusto’s Privacy Policy.





Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Currency volatility may cause a delay in payment
processing. Customer acknowledges that exchange rates fluctuate dramatically
over time and that market conditions and currency volatility may also change
dramatically over time. 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.





Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.



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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.





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. 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. International Contractor should carefully read the
instructions associated with the instructions for Form W-8BEN or instructions
for Form W-8BEN-E, as applicable.





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.





Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.





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.





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. Any such taxes will be identified on Customer’s monthly
invoice and International Contractor’s receipt. Customer and International
Contractor are responsible for ensuring timely filing, processing, and payment
of any taxes is completed. Gusto will not be responsible for any cost, penalty,
interest, etc. for failure to do so.

12. 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”). 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.





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. 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.
Gusto highly recommends that Customer consult with a legal counsel or tax expert
prior to Customer’s use of the International Contractor Payments Service.





Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.



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. 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. Gusto may also modify, amend, or restate the International
Contractor Payments Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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”).

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.

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.





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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons.

16. 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.





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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.







EFFECTIVE OCTOBER 19, 2021  TO  FEBRUARY 10, 2022

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TABLE OF CONTENTS

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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. (“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”).

These International Contractor Payments Beta Terms of Service are “Terms of
Service” under the Gusto Terms. 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. The International Contractor Payments Beta Agreement is a legally
binding agreement between Gusto and both the Customer and International
Contractor, as applicable. 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. The Authorized Signatory represents and warrants that such
Authorized Signatory has the authority to bind Customer to the International
Contractor Payments Beta Agreement. 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. 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. 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.

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.

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. 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. 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. 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. 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.

Customer is solely responsible for ensuring the timeliness of any payment. Gusto
will undertake commercially reasonable efforts to initiate the processing of
payments according to Customer’s request. 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. 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. Processing time is based on business day
schedules of the United States and the payment host country and does not include
weekends or holidays.

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. 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. 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. 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.
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. 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.

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. Third-party services handle your
information in accordance with their own practices and privacy policies. Gusto
is not responsible for their policies, practices, or handling of your
information. For more information please see Gusto’s Privacy Policy.

Gusto may add or modify this list of Third-Party Services from time to time. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. Customer
acknowledges that exchange rates fluctuate dramatically over time and that
market conditions and currency volatility may also change dramatically over
time. 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.

Customer acknowledges that Gusto may implement minimum payment thresholds, which
may vary by country and be updated from time to time. If Customer believes that
the currency conversion of the International Contractor Payment presented is
incorrect, Customer should not submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

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. 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. International Contractor should
carefully read the instructions associated with the Instructions for Form W-8BEN
or Instructions for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. 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. SERVICE FEES AND CHARGES

As part of the International Contractor Payments Beta Service, Gusto will
invoice and debit Customer on a monthly basis. 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. 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.

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. Any such taxes
will be included on Customer’s monthly invoice.

Gusto does not invoice or charge International Contractors fees for their
receipt of payments through the International Contractor Payments Beta Service.
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.

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. 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”). 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.

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. 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. 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.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the
International Contractor Payments Beta Agreement at any time, in Gusto’s sole
discretion. 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. 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. 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. 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”).

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.

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.

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. 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. In
the event that Gusto is unable to transmit a payment for any of these reasons

16. INDEMNIFICATION

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) 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. 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. 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.
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. Recovery of the above amount is the sole
and exclusive remedy.

18. 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. 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.

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. Gusto’s Privacy Policy governs
Gusto activities as a data controller. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.

EFFECTIVE MARCH 25, 2021  TO  OCTOBER 19, 2021

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TABLE OF CONTENTS

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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. (“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”).

These International Contractor Payments Beta Terms of Service are “Terms of
Service” under the Gusto Terms. 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. The International Contractor Payments Beta Agreement is a legally
binding agreement between Gusto and both the Customer and International
Contractor, as applicable. 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. The Authorized Signatory represents and warrants that such
Authorized Signatory has the authority to bind Customer to the International
Contractor Payments Beta Agreement. 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. 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. 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.

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.

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. 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. 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. 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. 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. 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”). Gusto will convert the
International Contractor Payment using the then-current foreign exchange rate
provided to Gusto by its applicable payment partners. Customer acknowledges that
Gusto may implement minimum payment thresholds, which may vary by country and be
updated from time to time. If Customer believes that the currency conversion of
the International Contractor Payment presented is incorrect, Customer should not
submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

7. Provision and Certification of Required United States Tax Forms

In 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. International Contractor should
carefully read the instructions associated with the Instructions for Form W-8BEN
or Instructions for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. Service Fees and Charges

As part of the International Contractor Payments Beta Service, Gusto will
invoice and debit Customer on a monthly basis. 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. 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.

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. Any such taxes
will be included on Customer’s monthly invoice.

Gusto does not invoice or charge International Contractors fees for their
receipt of payments through the International Contractor Payments Beta Service.
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. 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”). 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. 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. 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.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the
International Contractor Payments Beta Agreement at any time, in Gusto’s sole
discretion. 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. 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. 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. 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”).

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.

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.

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. 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. 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. 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. 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. 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. Recovery of the above amount is the sole and exclusive remedy.

15. 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. Gusto's Privacy Policy governs Gusto
activities as a data controller. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.

EFFECTIVE MARCH 25, 2021  TO  MARCH 25, 2021

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TABLE OF CONTENTS

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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. (“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”).

These International Contractor Payments Beta Terms of Service are “Terms of
Service” under the Gusto Terms. 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. The International Contractor Payments Beta Agreement is a legally
binding agreement between Gusto and both the Customer and International
Contractor, as applicable. 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. The Authorized Signatory represents and warrants that such
Authorized Signatory has the authority to bind Customer to the International
Contractor Payments Beta Agreement. 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. 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. 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.

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.

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. 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. 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. 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. 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. 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”). Gusto will convert the
International Contractor Payment using the then-current foreign exchange rate
provided to Gusto by its applicable payment partners. Customer acknowledges that
Gusto may implement minimum payment thresholds, which may vary by country and be
updated from time to time. If Customer believes that the currency conversion of
the International Contractor Payment presented is incorrect, Customer should not
submit the International Contractor Payment. 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.

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. 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. 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. 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. 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. Additional information may be requested and required to
confirm eligibility and to complete the sanctions or related screenings.

7. Provision and Certification of Required United States Tax Forms

In 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. International Contractor should
carefully read the instructions associated with the Instructions for Form W-8BEN
or Instructions for Form W-8BEN-E, as applicable.

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.

Once submitted, International Contractor will be unable to modify IRS Form
W-8BEN or W-8BEN-E on the Gusto platform. 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. Service Fees and Charges

As part of the International Contractor Payments Beta Service, Gusto will
invoice and debit Customer on a monthly basis. 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. 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.

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. Any such taxes
will be included on Customer’s monthly invoice.

Gusto does not invoice or charge International Contractors fees for their
receipt of payments through the International Contractor Payments Beta Service.
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. 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”). 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. 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. 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.

Customer acknowledges and agrees that it is solely responsible for reviewing any
tax documentation provided by International Contractor for accuracy and
completeness.

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. 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. Gusto may also modify, amend, or restate the
International Contractor Payments Beta Agreement at any time, in Gusto’s sole
discretion. 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. 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. 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. 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”).

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.

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.

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. 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. 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. 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. 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. 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. Recovery of the above amount is the sole and exclusive remedy.

15. 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. Gusto's Privacy Policy governs Gusto
activities as a data controller. 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. Any questions or requests relating to
Customer Data should be directed to Customer. International Contractor should
contact Customer as the data controller in order to exercise International
Contractor's privacy rights.


HUMAN RESOURCES SERVICE TERMS

Version Version 3.1  (Current) Version 3.0 Version 2.0 Version 1.0

EFFECTIVE OCTOBER 24, 2023

Download

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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”).

These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used
but not otherwise defined in these HR Terms shall have the meanings ascribed to
such terms in the Gusto Terms. The HR Agreement is a legally binding agreement
between User and Gusto. User is encouraged to read the HR Agreement carefully
and to save a copy of it for User’s records. 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. In that event, “User” (as defined
in the Gusto Terms) also refers to that business or individual. 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. 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.

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.

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. 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. 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. 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. Gusto makes the HR
Support Center available to such Users via links published on the HR Resource
Center page on the Gusto Platform. 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. If
you do not agree to the HR Support Center Terms, then you may not use the HR
Support Center.

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. 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. 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.
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. 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. To the extent legal advice is required, User
should consult with an attorney. User is ultimately responsible for its
compliance with all federal, state, and local laws, and any citations, fines,
penalties, or costs associated with noncompliance. 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. 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. 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”). The HR Services Fees
are listed on the applicable fee schedules at https://gusto.com/product/pricing.
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. PROPRIETARY RIGHTS

User acknowledges that the HR Templates constitute Gusto Content. 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).

Through the HR Services, Gusto may expressly permit User to modify or edit
certain HR Templates. 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.

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. 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. Notwithstanding the foregoing, User may
individually distribute and otherwise use the Modified Content, such as offer
letters, for User’s internal business use.

9. 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”). 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). 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.
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. 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.

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. 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. 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.

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.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 24, 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”).

These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used
but not otherwise defined in these HR Terms shall have the meanings ascribed to
such terms in the Gusto Terms. The HR Agreement is a legally binding agreement
between User and Gusto. User is encouraged to read the HR Agreement carefully
and to save a copy of it for User’s records. 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. In that event, “User” (as defined
in the Gusto Terms) also refers to that business or individual. 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. 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.

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.

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. 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. 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. 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. Gusto makes the HR
Support Center available to such Users via links published on the HR Resource
Center page on the Gusto Platform. 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. If
you do not agree to the HR Support Center Terms, then you may not use the HR
Support Center.

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. 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. 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.
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. 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. To the extent legal advice is required, User
should consult with an attorney. User is ultimately responsible for its
compliance with all federal, state, and local laws, and any citations, fines,
penalties, or costs associated with noncompliance. 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. 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. 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”). The HR Services Fees
are listed on the applicable fee schedules at https://gusto.com/product/pricing.
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. PROPRIETARY RIGHTS

User acknowledges that the HR Templates constitute Gusto Content. 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).

Through the HR Services, Gusto may expressly permit User to modify or edit
certain HR Templates. 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.

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. 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. Notwithstanding the foregoing, User may
individually distribute and otherwise use the Modified Content, such as offer
letters, for User’s internal business use.

9. 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”). 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). 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.
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. 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.

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. 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. 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.

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.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 20, 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”).

These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used
but not otherwise defined in these HR Terms shall have the meanings ascribed to
such terms in the Gusto Terms. The HR Agreement is a legally binding agreement
between User and Gusto. User is encouraged to read the HR Agreement carefully
and to save a copy of it for User’s records. 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. In that event, “User” (as defined
in the Gusto Terms) also refers to that business or individual. 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. 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.

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.

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. 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. 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. 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. Gusto makes the HR
Support Center available to such Users via links published on the HR Resource
Center page on the Gusto Platform. 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. If
you do not agree to the HR Support Center Terms, then you may not use the HR
Support Center.

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. 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. 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.
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. 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. To the extent legal advice is required, User
should consult with an attorney. User is ultimately responsible for its
compliance with all federal, state, and local laws, and any citations, fines,
penalties, or costs associated with noncompliance. 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. 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. 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”). The HR Services Fees
are listed on the applicable fee schedules at https://gusto.com/product/pricing.
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. PROPRIETARY RIGHTS

User acknowledges that the HR Templates constitute Gusto Content. 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).

Through the HR Services, Gusto may expressly permit User to modify or edit
certain HR Templates. 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.

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. 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. Notwithstanding the foregoing, User may
individually distribute and otherwise use the Modified Content, such as offer
letters, for User’s internal business use.

9. 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”). 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). 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.
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. 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.

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. 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. 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.

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.

EFFECTIVE JUNE 16, 2023  TO  OCTOBER 20, 2023

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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”).

These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used
but not otherwise defined in these HR Terms shall have the meanings ascribed to
such terms in the Gusto Terms. The HR Agreement is a legally binding agreement
between User and Gusto. User is encouraged to read the HR Agreement carefully
and to save a copy of it for User’s records. 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. In that event, “User” (as defined
in the Gusto Terms) also refers to that business or individual. 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. 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.

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.

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. 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. 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. 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. Gusto makes the HR
Support Center available to such Users via links published on the HR Resource
Center page on the Gusto Platform. 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. If
you do not agree to the HR Support Center Terms, then you may not use the HR
Support Center.

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. 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. 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.
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. 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. To the extent legal advice is required, User
should consult with an attorney. User is ultimately responsible for its
compliance with all federal, state, and local laws, and any citations, fines,
penalties, or costs associated with noncompliance. 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. 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. 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”). The HR Services Fees
are listed on the applicable fee schedules at https://gusto.com/product/pricing.
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. PROPRIETARY RIGHTS

User acknowledges that the HR Templates constitute Gusto Content. 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).

Through the HR Services, Gusto may expressly permit User to modify or edit
certain HR Templates. 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.

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. 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. Notwithstanding the foregoing, User may
individually distribute and otherwise use the Modified Content, such as offer
letters, for User’s internal business use.

9. 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”). 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). 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.
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. 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.

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. 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. 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.

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.


TAX-ADVANTAGED ACCOUNTS SERVICE TERMS

Version Version 2.0  (Current) Version 1.0

EFFECTIVE OCTOBER 20, 2023

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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”). 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. 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.

These TAdA Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these TAdA Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The TAdA Agreement is a legally
binding agreement between User and WGA. User is encouraged to read the TAdA
Agreement carefully and to save a copy of it for User’s records. 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. In that event,
“User” (as defined in the Gusto Terms) also refers to that business or
individual. 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. 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.

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.

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. 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. 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. 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.
User acknowledges that WGA does not directly provide, sponsor, fund, or
underwrite any Benefit Plan. 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.

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. WGA is not and shall not act as a fiduciary, in any
capacity, with respect to any Benefit Plan.

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. 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. 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. WGA has no financial liability or responsibility
for the payment of any Benefit Plan benefit or claim. 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.

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. 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. 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.
In such case, User is required to reimburse WGA within two (2) business days of
notification by WGA of such payment and reimbursement obligation.

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. 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. 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. 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. PLAN DOCUMENT

User agrees to adopt a Plan Document in conformity with all applicable law. Once
User adopts a Plan Document, User bears responsibility of fulfilling the
obligations described in the Plan Document. WGA shall incur no liability
relating to any breach, waiver, alteration, or modification of the Plan
Document. 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. WGA will facilitate the distribution of adopted Plan
Documents to Plan Participants through the Site.

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. WGA
shall not administer such amendment unless and until it has agreed to administer
the amendment in writing. 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. 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. User and WGA agree to employ all reasonable efforts to resolve such
issue to the mutual satisfaction of the parties.

7. 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.

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.

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.

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.

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. 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. 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.

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. 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.

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. Such notification must include a description of the facts and
issues raised by the failure or possible failure. 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.

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. 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. 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. 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.

WGA disclaims any liability arising from Plan Participants exceeding the annual
contribution limit. 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. It
is User’s sole and ultimate responsibility to ensure that each Plan Participant
does not exceed contribution limits.

WGA makes no representations as to the performance of funds invested through an
HSA. 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.

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.

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.

EFFECTIVE OCTOBER 17, 2023  TO  OCTOBER 20, 2023

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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”). 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. 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.

These TAdA Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these TAdA Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The TAdA Agreement is a legally
binding agreement between User and WGA. User is encouraged to read the TAdA
Agreement carefully and to save a copy of it for User’s records. 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. In that event,
“User” (as defined in the Gusto Terms) also refers to that business or
individual. 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. 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.

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.

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. 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. 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. 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.
User acknowledges that WGA does not directly provide, sponsor, fund, or
underwrite any Benefit Plan. 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.

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. WGA is not and shall not act as a fiduciary, in any
capacity, with respect to any Benefit Plan.

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. 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. 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. WGA has no financial liability or responsibility
for the payment of any Benefit Plan benefit or claim. 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.

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. 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. 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.
In such case, User is required to reimburse WGA within two (2) business days of
notification by WGA of such payment and reimbursement obligation.

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. 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. 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. 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. Plan Document

User agrees to adopt a Plan Document in conformity with all applicable law. Once
User adopts a Plan Document, User bears responsibility of fulfilling the
obligations described in the Plan Document. WGA shall incur no liability
relating to any breach, waiver, alteration, or modification of the Plan
Document. 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. WGA will facilitate the distribution of adopted Plan
Documents to Plan Participants through the Site.

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. WGA
shall not administer such amendment unless and until it has agreed to administer
the amendment in writing. 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. 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. User and WGA agree to employ all reasonable efforts to resolve such
issue to the mutual satisfaction of the parties.

7. 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.

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.

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.

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.

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. 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. 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.

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. 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.

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. Such notification must include a description of the facts and
issues raised by the failure or possible failure. 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.

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. 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. 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. 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.

WGA disclaims any liability arising from Plan Participants exceeding the annual
contribution limit. 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. It
is User’s sole and ultimate responsibility to ensure that each Plan Participant
does not exceed contribution limits.

WGA makes no representations as to the performance of funds invested through an
HSA. 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.

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.

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.






WORKERS’ COMPENSATION INSURANCE TERMS

Version Version 2.1  (Current) Version 2.0 Version 1.0

EFFECTIVE OCTOBER 23, 2023

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TABLE OF CONTENTS

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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”).

These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the
Gusto Terms. 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. The Gusto Workers’
Compensation Insurance Customer Agreement is a legally binding agreement between
Customer and Gusto. 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. The Authorized Signatory
represents and warrants that such Authorized Signatory has the authority to bind
Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. 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. 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.

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.

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. 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”). 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.

Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer
acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the
policies and terms of both of the Platforms govern and may be inconsistent.
Where any provision governing the Gusto Platform conflicts with any provision
governing the 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. 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. ANY PARTICIPATION IN OR
USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN
IS AT CUSTOMER’S SOLE RISK.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 23, 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”).

These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the
Gusto Terms. 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. The Gusto Workers’
Compensation Insurance Customer Agreement is a legally binding agreement between
Customer and Gusto. 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. The Authorized Signatory
represents and warrants that such Authorized Signatory has the authority to bind
Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. 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. 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.

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.

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. 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”). 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.

Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer
acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the
policies and terms of both of the Platforms govern and may be inconsistent.
Where any provision governing the Gusto Platform conflicts with any provision
governing the 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. 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. ANY PARTICIPATION IN OR
USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN
IS AT CUSTOMER’S SOLE RISK.

EFFECTIVE OCTOBER 17, 2023  TO  OCTOBER 20, 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”).

These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the
Gusto Terms. 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. The Gusto Workers’
Compensation Insurance Customer Agreement is a legally binding agreement between
Customer and Gusto. 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. The Authorized Signatory
represents and warrants that such Authorized Signatory has the authority to bind
Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. 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. 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.

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.

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. 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”). 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.

Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer
acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the
policies and terms of both of the Platforms govern and may be inconsistent.
Where any provision governing the Gusto Platform conflicts with any provision
governing the 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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”). 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. 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. 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. 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. ANY PARTICIPATION IN OR
USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN
IS AT CUSTOMER’S SOLE RISK.






KIOSK SERVICE TERMS

Version Version 5.0  (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.0

EFFECTIVE OCTOBER 23, 2023

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. 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. 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. These Time Kiosk Terms are Additional Terms as defined in the
Gusto Terms of Service.

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. 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. 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. Provided that
Customer complies with the terms of the Agreement, Gusto will provide Customer
with the Time Kiosk Service. 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”). Gusto reserves the right to change
the Service Fees for the Time Kiosk Service at any time in Gusto’s sole
discretion. In any such event, Gusto will notify Customer of the change in
advance. Customer’s continued use of the Time Kiosk Service after a Service Fee
change constitutes Customer’s acceptance of the change. 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.

Gusto will invoice Customer for all Service Fees. Customer authorizes Gusto to
debit the Bank Account for all applicable Service fees on a monthly basis in
arrears as they become payable. Customer agrees to pay any invoice within
fifteen (15) days of receipt via a payment method Gusto deems acceptable in our
sole discretion. 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.

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. Gusto
reserves the right to modify, update or discontinue the Time Kiosk Service at
any time in Gusto’s sole discretion.

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 suppport@gusto.com; or (c) calling (415) 935-0230.

2. 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. 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.

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.

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.

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). Customer
acknowledges that Customer is solely responsible for ensuring the security of
any such programs, content, data or software.

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. 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.
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. 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. Customer
agrees to notify Gusto immediately in the event that Customer suspects
unauthorized access to the Time Kiosk Service via the Time Kiosk Device.
Customer acknowledges that Gusto may not be able to edit or reverse actions
taken by unauthorized users on theTime Kiosk Service.

EFFECTIVE SEPTEMBER 20, 2023  TO  OCTOBER 23, 2023

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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. 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. 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. These Time Kiosk Terms are Additional Terms as defined in the
Gusto Terms of Service.

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. 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. 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. Provided that
Customer complies with the terms of the Agreement, Gusto will provide Customer
with the Time Kiosk Service. 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”). Gusto reserves the right to change
the Service Fees for the Time Kiosk Service at any time in Gusto’s sole
discretion. In any such event, Gusto will notify Customer of the change in
advance. Customer’s continued use of the Time Kiosk Service after a Service Fee
change constitutes Customer’s acceptance of the change. 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.

Gusto will invoice Customer for all Service Fees. Customer authorizes Gusto to
debit the Bank Account for all applicable Service fees on a monthly basis in
arrears as they become payable. Customer agrees to pay any invoice within
fifteen (15) days of receipt via a payment method Gusto deems acceptable in our
sole discretion. 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.

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. Gusto
reserves the right to modify, update or discontinue the Time Kiosk Service at
any time in Gusto’s sole discretion.

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 suppport@gusto.com; or (c) calling (415) 935-0230.

2. 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. 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.

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.

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.

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). Customer
acknowledges that Customer is solely responsible for ensuring the security of
any such programs, content, data or software.

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. 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.
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. 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. Customer
agrees to notify Gusto immediately in the event that Customer suspects
unauthorized access to the Time Kiosk Service via the Time Kiosk Device.
Customer acknowledges that Gusto may not be able to edit or reverse actions
taken by unauthorized users on theTime Kiosk Service.

EFFECTIVE SEPTEMBER 20, 2023  TO  SEPTEMBER 20, 2023

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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. 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. 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. These Time Kiosk Terms are Additional Terms as defined in the
Gusto Terms of Service.

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. 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. 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. Provided that
Customer complies with the terms of the Agreement, Gusto will provide Customer
with the Time Kiosk Service. 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”). Gusto reserves the right to change
the Service Fees for the Time Kiosk Service at any time in Gusto’s sole
discretion. In any such event, Gusto will notify Customer of the change in
advance. Customer’s continued use of the Time Kiosk Service after a Service Fee
change constitutes Customer’s acceptance of the change. 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.

Gusto will invoice Customer for all Service Fees. Customer authorizes Gusto to
debit the Bank Account for all applicable Service fees on a monthly basis in
arrears as they become payable. Customer agrees to pay any invoice within
fifteen (15) days of receipt via a payment method Gusto deems acceptable in our
sole discretion. 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.

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. Gusto
reserves the right to modify, update or discontinue the Time Kiosk Service at
any time in Gusto’s sole discretion.

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 suppport@gusto.com; or (c) calling (415) 935-0230.

2. 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. 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.

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.

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.

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). Customer
acknowledges that Customer is solely responsible for ensuring the security of
any such programs, content, data or software.

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. 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.
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. 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. Customer
agrees to notify Gusto immediately in the event that Customer suspects
unauthorized access to the Time Kiosk Service via the Time Kiosk Device.
Customer acknowledges that Gusto may not be able to edit or reverse actions
taken by unauthorized users on theTime Kiosk Service.

EFFECTIVE FEBRUARY 14, 2023  TO  SEPTEMBER 20, 2023

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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. 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. 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. These Kiosk Terms are Service Terms as defined in the Gusto Terms of
Service.

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. 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. Kiosk Service

Provided that Customer complies with the terms of the Agreement, Gusto will
provide Customer with the Kiosk Service. 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.

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. 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.
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.

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.

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.

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). Customer acknowledges that
Customer is solely responsible for ensuring the security of any such programs,
content, data or software.

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. 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.
Customer understands that Designated Workers will be able to set an individual
PIN code used to clock in and out on the Kiosk Device. 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. Customer agrees to notify Gusto
immediately in the event that Customer suspects unauthorized access to the Kiosk
Service via the Kiosk Device. Customer acknowledges that Gusto may not be able
to edit or reverse actions taken by unauthorized users on the Kiosk Service.

EFFECTIVE JANUARY 25, 2023  TO  FEBRUARY 14, 2023

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--------------------------------------------------------------------------------

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. 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. 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. These Kiosk Terms are Service Terms as defined in the Gusto Terms of
Service.

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. 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. Kiosk Service

Provided that Customer complies with the terms of the Agreement, Gusto will
provide Customer with the Kiosk Service. 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.

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. 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.
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.

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.

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.

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). Customer acknowledges that
Customer is solely responsible for ensuring the security of any such programs,
content, data or software.

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. 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.
Customer understands that Designated Workers will be able to set an individual
PIN code used to clock in and out on the Kiosk Device. 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. Customer agrees to notify Gusto
immediately in the event that Customer suspects unauthorized access to the Kiosk
Service via the Kiosk Device. Customer acknowledges that Gusto may not be able
to edit or reverse actions taken by unauthorized users on the Kiosk Service.


STATE REGISTRATION AGREEMENT

Version Version 1.0  (Current)

EFFECTIVE OCTOBER 12, 2023

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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. (“CorpNet”), a
Delaware corporation, via the Gusto Platform (the “State Registration Service”).

These State Registration Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these State Registration
Terms have the meanings ascribed to such terms in the Gusto Terms. The State
Registration Agreement is a legally binding agreement between Gusto and
Customer. 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. The Authorized Signatory represents and warrants that such Authorized
Signatory has the authority to bind Customer to the State Registration
Agreement. 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. 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.

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.

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. 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”). 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/. Customer is
encouraged to read and review the terms and policies governing the Gusto
Platform and the CorpNet Platform (the “Platforms”). Customer acknowledges that,
under these State Registration Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the 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. 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. 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. 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.

Customer acknowledges that CorpNet, and not Gusto, is responsible for
incorporating and/or registering entities on behalf of Customer. 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. 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. (the “State
Registration Service Fees”).

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.

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. Any such taxes will be included
on Customer’s monthly invoice.

6. 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.


BACKGROUND CHECKS TERMS OF SERVICE

Version Version 5.0  (Current) Version 4.0 Version 3.0 Version 2.0 Version 1.1
Version 1.0

EFFECTIVE OCTOBER 19, 2023

Download

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TABLE OF CONTENTS

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LAST UPDATED SEPTEMBER 7, 2022

These Gusto Background Check Terms of Service (the “Background Check Terms”)
together with the Gusto Terms of Service available at
http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service
Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll
Terms”), and the Checkr, Inc. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).

These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.

1. THESE BACKGROUND CHECK TERMS ARE PART OF AND GOVERNED BY THE GUSTO TERMS AND
THE PAYROLL TERMS

The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.

THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. THESE BACKGROUND CHECK TERMS ARE IN ADDITION TO AND SEPARATE FROM THE CHECKR
SERVICE TERM

These Background Check Terms, the Gusto Terms, and Gusto’s Privacy Policy
available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern
access to and through the Gusto Platform and are in addition to and separate
from any terms governing Checkr at https://checkr.com/ (the “Checkr Platform”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.

3. GUSTO PROVISION OF THE BACKGROUND CHECKS SERVICE IS GOVERNED BY THE
BACKGROUND CHECK CUSTOMER AGREEMENT

Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.

4. OBLIGATIONS UNDER THE GUSTO TERMS

In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

5. BACKGROUND CHECKS SERVICE

Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.

6. ASSESS FEATURES

Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.

7. DISPUTES RELATED TO THE CONTENT, ACCURACY, OR VALIDITY OF A REPORT

Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.

8. COMPLIANCE WITH LAWS

Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.

9. NO LEGAL OR PROFESSIONAL ADVICE

Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.

10. CUSTOMER QUESTIONS AND COMPLAINTS

Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.

11. SERVICE FEES AND CHARGES

As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.

Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.

12. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.

Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. MODIFICATIONS

Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.

14. TERM AND TERMINATION

The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).

Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.

15. MAINTENANCE

Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.

16. INDEMNIFICATION

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.

17. LIMITATION OF LIABILITY

Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.

18. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

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TABLE OF CONTENTS

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LAST UPDATED SEPTEMBER 7, 2022

These Gusto Background Check Terms of Service (the “Background Check Terms”)
together with the Gusto Terms of Service available at
http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service
Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll
Terms”), and the Checkr, Inc. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).



These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.



1. THESE BACKGROUND CHECK TERMS ARE PART OF AND GOVERNED BY THE GUSTO TERMS AND
THE PAYROLL TERMS



The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.



THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.



2. THESE BACKGROUND CHECK TERMS ARE IN ADDITION TO AND SEPARATE FROM THE CHECKR
SERVICE TERM



These Background Check Terms, the Gusto Terms, and Gusto’s Privacy Policy
available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern
access to and through the Gusto Platform and are in addition to and separate
from any terms governing Checkr at https://checkr.com/ (the “Checkr Platform”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.



3. GUSTO PROVISION OF THE BACKGROUND CHECKS SERVICE IS GOVERNED BY THE
BACKGROUND CHECK CUSTOMER AGREEMENT



Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.



4. OBLIGATIONS UNDER THE GUSTO TERMS



In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.



5. BACKGROUND CHECKS SERVICE



Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.



6. ASSESS FEATURES



Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.



7. DISPUTES RELATED TO THE CONTENT, ACCURACY, OR VALIDITY OF A REPORT



Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.



8. COMPLIANCE WITH LAWS



Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.



9. NO LEGAL OR PROFESSIONAL ADVICE



Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.



10. CUSTOMER QUESTIONS AND COMPLAINTS



Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.



11. SERVICE FEES AND CHARGES



As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.



Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.



12. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL



Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.



Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.



Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.



13. MODIFICATIONS



Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.



14. TERM AND TERMINATION



The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).



Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.



Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.



15. MAINTENANCE



Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.



16. INDEMNIFICATION



Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.



17. LIMITATION OF LIABILITY



Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.



18. WARRANTY DISCLAIMER



TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

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TABLE OF CONTENTS

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LAST UPDATED SEPTEMBER 7, 2022

These Gusto Background Check Terms of Service (the “Background Check Terms”)
together with the Gusto Terms of Service available at
http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service
Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll
Terms”), and the Checkr, Inc. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).

These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.



1. THESE BACKGROUND CHECK TERMS ARE PART OF AND GOVERNED BY THE GUSTO TERMS AND
THE PAYROLL TERMS

The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.

THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. THESE BACKGROUND CHECK TERMS ARE IN ADDITION TO AND SEPARATE FROM THE CHECKR
SERVICE 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”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.

3. GUSTO PROVISION OF THE BACKGROUND CHECKS SERVICE IS GOVERNED BY THE
BACKGROUND CHECK CUSTOMER AGREEMENT

Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.

4. OBLIGATIONS UNDER THE GUSTO TERMS

In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

5. BACKGROUND CHECKS SERVICE

Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.

6. ASSESS FEATURES

Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.

7. DISPUTES RELATED TO THE CONTENT, ACCURACY, OR VALIDITY OF A REPORT

Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.

8. COMPLIANCE WITH LAWS

Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.



9. NO LEGAL OR PROFESSIONAL ADVICE



Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.

10. CUSTOMER QUESTIONS AND COMPLAINTS

Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.

11. SERVICE FEES AND CHARGES

As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.

Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.

12. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.

Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. MODIFICATIONS

Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.

14. TERM AND TERMINATION

The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).

Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.

15. MAINTENANCE

Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.

16. INDEMNIFICATION

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.

17. LIMITATION OF LIABILITY

Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.

18. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.



EFFECTIVE OCTOBER 19, 2023  TO  OCTOBER 19, 2023

Download

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TABLE OF CONTENTS

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LAST UPDATED SEPTEMBER 7, 2022

These Gusto Background Check Terms of Service (the “Background Check Terms”)
together with the Gusto Terms of Service available at
http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service
Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll
Terms”), and the Checkr, Inc. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).

These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.

1. THESE BACKGROUND CHECK TERMS ARE PART OF AND GOVERNED BY THE GUSTO TERMS AND
THE PAYROLL TERMS

The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.

THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. THESE BACKGROUND CHECK TERMS ARE IN ADDITION TO AND SEPARATE FROM THE CHECKR
SERVICE 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”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.

3. GUSTO PROVISION OF THE BACKGROUND CHECKS SERVICE IS GOVERNED BY THE
BACKGROUND CHECK CUSTOMER AGREEMENT

Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.

4. OBLIGATIONS UNDER THE GUSTO TERMS

In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

5. BACKGROUND CHECKS SERVICE

Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.

6. ASSESS FEATURES

Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.

7. DISPUTES RELATED TO THE CONTENT, ACCURACY, OR VALIDITY OF A REPORT

Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.

8. COMPLIANCE WITH LAWS

Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.



9. NO LEGAL OR PROFESSIONAL ADVICE



Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.

10. CUSTOMER QUESTIONS AND COMPLAINTS

Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.

11. SERVICE FEES AND CHARGES

As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.

Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.

12. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.

Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. MODIFICATIONS

Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.

14. TERM AND TERMINATION

The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).

Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.

15. MAINTENANCE

Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.

16. INDEMNIFICATION

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.

17. LIMITATION OF LIABILITY

Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.

18. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.



EFFECTIVE SEPTEMBER 3, 2022  TO  OCTOBER 19, 2023

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TABLE OF CONTENTS

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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. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).

These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.

1. These Background Check Terms are Part of and Governed by the Gusto Terms and
the Payroll Terms

The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.

THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. These Background Check Terms are in Addition to and Separate from the Checkr
Service 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”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.

3. Gusto Provision of the Background Checks Service is Governed by the
Background Check Customer Agreement

Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.

4. Obligations Under the Gusto Terms

In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

5. Background Checks Service

Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.

6. Assess Features

Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.

7. Disputes Related to the Content, Accuracy, or Validity of a Report

Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.

8. Compliance with Laws

Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.

9. No Legal or Professional Advice

Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.

10. Customer Questions and Complaints

Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.

11. Service Fees and Charges

As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.

Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.

12. Gusto Is Not Responsible for Things Gusto Cannot Control

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.

Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. Modifications

Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.

14. Term and Termination

The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).

Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.

15. Maintenance

Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.

16. Indemnification

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.

17. Limitation of Liability

Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.

18. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.





EFFECTIVE SEPTEMBER 3, 2022  TO  SEPTEMBER 3, 2022

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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. Services Agreement available at
https://checkr.com/customer-agreement (the “Checkr Service Terms”)
(collectively, the “Background Check Customer Agreement”), set forth the terms
and conditions under which Gusto, Inc. (“Gusto”) agrees to provide eligible
customers (each, a “Customer”), with the opportunity to request, obtain, and
review results of background checks performed by Gusto’s background check
partner, Checkr, Inc. (“Checkr”) via the Gusto Platform (the “Background Checks
Service”).

These Background Check Terms are “Service Terms” under the Gusto Terms.
Capitalized terms used but not otherwise defined in these Background Check Terms
have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms,
and the Checkr Service Terms, as applicable. The Background Check Customer
Agreement is a legally binding agreement between Customer and Gusto. The
individual agreeing to these Background Check Terms on behalf of Customer (the
“Authorized Signatory”) is encouraged to read the Background Check Customer
Agreement carefully and to save a copy of it for Customer’s records. The
Authorized Signatory represents and warrants that such Authorized Signatory has
the authority to bind Customer to the Background Check Customer Agreement. By
(i) checking the box presented with these Background Check Terms, (ii)
initiating a background check for any person using the Gusto Platform, or (iii)
accessing or using the Background Checks Service, effective as of the date of
such action, Customer agrees to be bound by the Background Check Customer
Agreement.

1. These Background Check Terms are Part of and Governed by the Gusto Terms and
the Payroll Terms

The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in
connection with the creation of any Customer’s account, including but not
limited to all representations, warranties, covenants, disclaimers, limitations
on liability, agreements, and indemnities, are incorporated herein by reference,
and Customer acknowledges and agrees that such terms and conditions shall remain
in full force and effect to the full extent provided therein.

If the terms and conditions of these Background Check Terms conflict with the
terms and conditions of the Gusto Terms or the Payroll Terms, then the order of
precedence with respect to which terms and conditions control Customer’s use of
the Background Checks Service directly on the Gusto Platform will be as follows:
the terms and conditions of these Background Check Terms, followed by the terms
and conditions of the Payroll Terms, followed by the terms and conditions of the
Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service
Terms.

THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT
INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY
DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE
DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE,
AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. These Background Check Terms are in Addition to and Separate from the Checkr
Service 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”).
The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
Terms of Service Agreement available at https://checkr.com/terms-of-service ,
and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy.
Customer is encouraged to read and review the terms and policies governing the
Gusto Platform and the Checkr Platform (the “Platforms”). Customer acknowledges
that, under these Background Check Terms, the policies and terms of both of the
Platforms govern and may be inconsistent. Where any provision governing the
Gusto Platform conflicts with any provision governing the Checkr Platform, the
provision governing the Gusto Platform shall control for the purposes of
services rendered on the Gusto Platform and pursuant to the Background Check
Customer Agreement.

3. Gusto Provision of the Background Checks Service is Governed by the
Background Check Customer Agreement

Subject to the terms and conditions of the Background Check Customer Agreement,
Gusto agrees to use commercially reasonable efforts to provide Customer with the
Background Checks Service, through its partnership with Checkr, in accordance
with the Background Check Customer Agreement.

4. Obligations Under the Gusto Terms

In addition to the obligations specified in these Background Check Terms,
Customer has certain obligations under the Gusto Terms, including but not
limited to obligations to (i) designate Account Administrator(s); (ii) be
responsible for actions taken under Customer’s Account; (iii) follow
instructions Gusto or Checkr provides to Customer with respect to the Services;
(iv) maintain applicable accounts with providers of Third-Party Services; (v)
provide accurate, timely, and complete information, and maintain the accuracy
and completeness of such information, in order for Gusto to perform the
Services; and (vi) abide by certain obligations and refrain from taking certain
prohibited actions, as described in further detail in Section 8 (User Is
Responsible for Certain Information and Obligations Relating to the Services),
Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General
Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

5. Background Checks Service

Provided that Customer meets Customer’s obligations and complies with the terms
of the Background Check Customer Agreement, Gusto will provide Customer with the
Background Checks Service. The Background Checks Service shall be limited to
allowing Customer’s Account Administrator(s) to (i) initiate background check
requests for candidates, (ii) view, for a limited period of time, the status of
all background checks initiated directly on the Gusto Platform, and (iii)
review, for a limited period of time, the results of background checks marked as
“Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not
Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the
Fair Credit Reporting Act, 15 USC § 1681 et seq. (the “FCRA”). As the CRA,
Checkr (and not Gusto) is solely responsible for (a) conducting background check
investigations; (b) assembling and/or evaluating Reports, as that term is
defined in the Checkr Service Terms; (c) providing any and all legally required
disclosures and/or notifications; and (d) managing the adverse action or other
customer dispute process. Customer also acknowledges that Gusto will not
indefinitely store Reports generated by the Background Checks Service. The
Background Checks Service is not limited to criminal background checks and may
include (but is not limited to) education verifications and employment
verifications. Gusto reserves the right to modify or discontinue any individual
type of background check available through the Background Checks Service at any
time, with or without notice to Customer.

6. Assess Features

Customer understands, acknowledges, and agrees that (i) Gusto has automatically
enabled certain Checkr Assess Filters (defined below) for Reports initiated on
the Gusto platform that include checks regarding criminal history; and, as a
result, (ii) such Reports will display as “Clear” to the extent that the Report
contains findings that fall within the scope of those Assess Filters. For the
purpose of background checks initiated on the Gusto Platform, “Checkr Assess
Filters” shall include:

 1. Dismissed charges;
 2. Non-felony deferred / alternative adjudication charges;
 3. Charges with less-than-misdemeanor severity;
 4. Non-felony marijuana possession charges; and
 5. Non-felony drug possession and paraphernalia charges.

For more information about the Checkr Assess Filters, visit the Checkr Help
Article on Assess, available at:
https://help.checkr.com/hc/en-us/articles/360051026954-Assess. Prior to
initiating a background check, Customer is solely responsible for reviewing the
Checkr Assess Features against the laws and regulations that are applicable to
Customer’s candidate, applicable job position, or business. If Customer desires
to remove the Checkr Assess Features from Customer’s account, Customer should do
so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr.

7. Disputes Related to the Content, Accuracy, or Validity of a Report

Customer acknowledges that as the CRA, Checkr is solely responsible for managing
or otherwise resolving any disputes as to the content, accuracy or validity of
any Report that Checkr assembles and makes available to Customer through the
Gusto Platform. Gusto does not engage in any form of investigation,
re-investigation, dispute resolution, or any other action required by the
adverse action process.

8. Compliance with Laws

Customer shall comply with any and all laws, rules, or regulations applicable to
the Background Checks Service (collectively, the “Applicable Laws”), including
but not limited to the FCRA, anti-discrimination laws, and local, state and
federal employment laws (e.g. “ban-the-box” laws). Customer may request and
otherwise use Reports solely for employment purposes and in accordance with this
Section 8 (“Compliance with Laws”). Any access to or use of the Background
Checks Service by any individuals under the age of eighteen (18) is strictly
prohibited. Any use of the Background Checks Service or the Reports assembled
and/or provided hereunder in contradiction of this Section 8 constitutes a
violation of the Background Check Customer Agreement and may result in
Customer’s suspension or termination from the Background Checks Service.

9. No Legal or Professional Advice

Customer acknowledges and agrees that the Background Checks Service does not
contain legal, HR, or other professional advice, and neither Gusto nor Checkr
can provide legal or other compliance-related advice to Customer and/or
Customer’s Administrator(s) regarding its use of the Background Checks Service.
Gusto highly recommends that Customer consult with legal counsel regarding
Customer’s use of the Background Checks Service, including the content of the
prescribed notices and disclosures as well as how Customer acts upon any
information contained in any Report assembled by Checkr and displayed through
the Gusto Platform.

10. Customer Questions and Complaints

Gusto’s customer support for the Background Checks Service shall be limited to
answering questions generally about pricing or availability of the Background
Checks Service or a Customer’s Gusto account. Any questions, complaints, or
disputes related to (i) how the Background Checks Service is performed or (ii)
any information contained within a Report should be directly solely to Checkr.
Customer and Checkr shall decide how to handle or respond to such complaints
without Gusto’s participation. Gusto is in no way responsible for Customer
complaints stemming from the validity, content, timing, or accuracy of Reports,
or any other complaint relating to any Report generated by Checkr.

11. Service Fees and Charges

As part of the Background Checks Service, Gusto will invoice and debit Customer,
on behalf of Checkr, on a monthly basis. Customer agrees to pay the fees
assessed by Checkr and invoiced by Gusto for the Background Checks Service (the
“Checkr Pass-Through Fees”), in accordance with this Section 11. Customer
acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at
the discretion of Checkr and include certain pass-through fees set by state and
local agencies and courthouses. Customer authorizes Gusto to debit Customer’s
designated bank account, as specified by Customer through the Gusto Platform,
for all Checkr Pass-Through Fees as they become payable during the Term (as
defined in Section 14 herein). From time to time, Checkr may modify or raise the
Checkr Pass-Through Fees. Checkr will provide notice of such modifications to
Customer directly and Customer’s continued use of the Background Checks Service
following such notice constitutes Customer’s acceptance of the modification and
agreement to be debited in accordance with this Section 11.

Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar
taxes arising from the provision of the Background Checks Service that any
federal, state, or local governments may impose.

12. Gusto Is Not Responsible for Things Gusto Cannot Control

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts,
acts or omissions of third-party technology providers, riots, fires,
earthquakes, floods, power outages, strikes, weather conditions, acts of
hackers, acts of internet service providers, acts of any other third party, or
acts or omissions of Customer.

Gusto is not responsible or liable for, and makes no warranties or
representations with respect to, the content, validity, or enforceability of any
Report procured by Customer, Checkr, or any third party as a result of the
Background Checks Service. Further, Gusto is not responsible or liable for any
matters or disputes arising from such Reports, including but not limited to any
disputes between Customer, Checkr, and/or a Consumer, as that term is defined in
the Checkr Service Terms.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. Modifications

Gusto may change or discontinue all or any part of the Background Checks Service
at any time, with or without notice, at Gusto’s sole discretion. Gusto may also
modify, amend, or restate the Background Check Customer Agreement at any time,
in Gusto’s sole discretion. If Gusto does so, Gusto shall let Customer know
either by posting the modified Background Check Customer Agreement on the Gusto
Platform or through other electronic communications. It is important that
Customer review the Background Check Customer Agreement whenever Gusto modifies
it because if Customer continues to use the Background Checks Service after
Gusto has notified Customer of the modified Customer Agreement, Customer agrees
to be bound by the modified Background Check Customer Agreement. If Customer
does not agree to be bound by the modified Background Check Customer Agreement,
then Customer may not continue to use the Background Checks Service.

14. Term and Termination

The Background Check Customer Agreement will commence on the later to occur of
(a) Customer acknowledging and agreeing to the Background Check Customer
Agreement and (b) Gusto making the Background Checks Service available to
Customer, and it will terminate upon termination of the Background Check
Customer Agreement by Gusto or Customer in accordance with this Section 14 (the
“Term”).

Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend
or restrict Customer’s access to the Gusto Platform or the Background Checks
Service; (iii) block Customer’s ability to use any particular feature of the
Background Checks Service; or (iv) terminate the Background Checks Service and
the Background Check Customer Agreement, in each case with or without notice to
Customer, in the event that: (i) Gusto has reason to suspect that Customer may
be in violation of the Background Check Customer Agreement or any Applicable
Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal
liability for or negative impact to Gusto; or (iii) Gusto believes that Customer
has misrepresented any data or information or that Customer has engaged in
fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of the Background Check Customer Agreement,
Customer’s right to access and use the Background Checks Service will
automatically terminate; provided, however, that Gusto will generally continue
to provide Customer with the Limited Access Rights described in Section 22
(Term; Termination; Suspension) of the Gusto Terms, subject to the terms and
conditions therein.

15. Maintenance

Gusto makes no representations or warranties about the availability or
accessibility of the Background Checks Service. From time to time, scheduled
system maintenance or emergency maintenance may occur, and during such periods,
the Background Checks Service may be inaccessible and unavailable, with or
without notice to Customer.

16. Indemnification

Customer will indemnify and hold harmless Gusto and its officers, directors,
employees, and agents (the “Indemnified Parties”) from and against any claims,
disputes, demands, liabilities, damages, losses, costs, judgements, penalties,
fines, and expenses (including, without limitation, reasonable legal and
accounting fees) (collectively, the “Claims”), arising out of or in any way
connected with (i) Customer’s access to the Background Checks Service; (ii)
Customer’s violation or alleged violation of the Background Check Customer
Agreement; (iii) Customer’s violation or alleged violation of any third-party
right, including any right of privacy or publicity, or any right provided by any
labor or employment law, rule, or regulation; (iv) Customer’s breach of
covenants, representations, or warranties; (v) Customer’s violation of any law
or regulation (including, without limitation, any Applicable Laws); (vi) gross
negligence, fraudulent activity, or willful misconduct by Customer or Customer’s
employees; (vii) the content, compliance, method of delivery or effectiveness of
any notices, authorizations, disclosures, pre-adverse or adverse action letters;
(viii) Customer’s failure, or the failure of any Account Administrators or
Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions
with respect to the Background Checks Service; or (ix) Gusto’s or any other
Indemnified Party’s use of or reliance on information or data furnished by
Customer, Customer’s Consumers, or Customer’s Authorized Representatives in
providing the Background Checks Service, or otherwise in connection with the
Background Check Customer Agreement.

17. Limitation of Liability

Gusto is not responsible or liable for: (i) Customer’s use or inability to use
the Background Checks Service; (ii) any information obtained from or through the
Background Checks Service; (iii) any interruption or failure to access or
download the Reports; (iv) Customer’s reliance upon the information presented
within the Background Checks Service; (v) the cost of substitute services
arising out of or in connection with the Background Check Customer Agreement or
from the inability to use the Gusto Platform; (vi) Customer’s failure to
properly follow any Gusto’s or Checkr’s instructions with respect to the
Background Checks Service; or (vii) any interruption in the Background Checks
Service, delay in report processing, or other error or violation of applicable
law as a result of Customer’s failure to fulfill its obligations under the
Background Check Customer Agreement. Maximum liability is amounts actually paid
in the six (6) month period immediately preceding the date of the claim up to a
maximum of $1,000. Recovery of the above amount is the sole and exclusive
remedy.

18. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING
ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND
CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT
THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE
UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF
DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS,
ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE
OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK. GUSTO WILL NOT
INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE
GUSTO PLATFORM.






R&D TAX CREDIT SERVICES TERMS

Version Version 5.0  (Current) 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 JANUARY 19, 2024

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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”).

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 24 OF THE GUSTO TERMS.

1. 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. 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.

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”). Customer may enroll in any such
R&D Tax Credit Service for which it meets the Eligibility Criteria.

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.

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.
Gusto is not in the business of providing professional or legal advice. 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.

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. 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. 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. 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. 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. 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. 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.

(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. 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”). Customer shall be responsible for collecting and submitting this
Provided Information to Gusto. 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.
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.

(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. 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. Customer is solely
responsible for making Customer’s own decisions on what to include in applicable
tax filings and forms. 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.

(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.

(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. 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. Gusto encourages Customer to
consult a tax advisor in the event of an audit or examination.

4. 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. 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. 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. Audit Assistance does not
constitute legal, tax, regulatory or other professional advice and is for
informational purposes only. Gusto will not act as Customer’s representative in
an audit. Customer is encouraged to consult a tax advisor for guidance in the
event of an audit or examination.

Audit Assistance is only available for federal and state tax audit notices
and/or letters. 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. 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. 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. 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. 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”). The R&D Tax Credit Services Fees are listed on the
applicable fee schedules at https://gusto.com/product/pricing.

From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees
at its sole discretion. In such cases the discounts shall be confirmed with the
Customer in writing on the applicable invoice. In addition, Gusto may update the
R&D Tax Credit Services Fees at any time.

6. 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. (2) The Report Service Fee will be
   invoiced once the Customer submits approval of Gusto’s R&D tax credit
   calculations from the Platform.

 * 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. The Enhanced Document is deemed accepted
   fifteen (15) days after it is made available on the Platform. Notification in
   the Platform is sufficient for notification purposes, and Gusto may provide
   additional notification via electronic mail.

 * Audit Assistance: The Audit Assistance Annual Fee will be invoiced
   concurrently with the Report Service Fee.

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. 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.

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”).

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. This authorization will remain in
effect until and unless Customer gives Ardius written notice to terminate it.
Such written notice of termination must afford Gusto reasonable opportunity to
act upon such notice.

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. 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.

All R&D Tax Credit Services Fees are non-refundable unless otherwise specified
on the invoice. 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.

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.

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. 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. The User designates a Form 6765 by
uploading it into the Platform. 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. 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. USER ACCOUNTS

To use the Gusto R&D Tax Credit Services, Customer must have an account with
Gusto (a “Gusto Account”). 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. 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. 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. 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. 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. 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.

As a financial institution, Gusto is subject to certain retention requirements
under state and federal law. As a result, certain types of Customer Data may not
be removed from the Platform. 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. 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.

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. Our Privacy
Policy is incorporated into these Terms by reference and is available at
www.gusto.com/about/privacy. Customer should periodically review the Site for
updates to the Privacy Policy.

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. 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. GUSTO HAS NO LIABILITY FOR PROVIDED INFORMATION

For the avoidance of doubt, Provided Information includes Customer Documentation
and Customer Interviews. 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. Customer understands
that Gusto will rely on the Provided Information furnished by Customer in
performing the R&D Tax Credit Services. 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. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO PROVIDED INFORMATION

Customer must promptly notify Gusto of any changes to the Provided Information.
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. 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. 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. 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.
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.
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. Gusto retains all intellectual property
rights in the Platform.

13. NO PROFESSIONAL OR LEGAL ADVICE; NO GUARANTEED OUTCOMES

Customer’s use of the Platform and Services is entirely at Customer’s own risk.
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. 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. Gusto does not
guarantee or warrant any results or outcome with respect to the Platform,
Services or Gusto Content.

14. TERM AND TERMINATION

The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue
until terminated by either party. 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. 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. 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. 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.

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.

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. 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.
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.

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. 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. 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. If Customer does not agree to be bound by the modified Agreement,
then Customer may not continue to use the Platform or Services. Because the
Platform and Services evolve over time, Gusto may change or discontinue all or
any part of the Platform or Services at any time and without notice, and without
liability to Customer, at Gusto’s sole discretion.



EFFECTIVE OCTOBER 20, 2023  TO  JANUARY 19, 2024

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TABLE OF CONTENTS

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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”).

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17 HEREIN.

1. 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. 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.

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”). Customer may enroll in any such
R&D Tax Credit Service for which it meets the Eligibility Criteria.

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.

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.
Gusto is not in the business of providing professional or legal advice. 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.

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. 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. 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. 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. 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. 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. 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.

(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. 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”). Customer shall be responsible for collecting and submitting this
Provided Information to Gusto. 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.
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.

(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. 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. Customer is solely
responsible for making Customer’s own decisions on what to include in applicable
tax filings and forms. 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.

(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.

(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. 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. Gusto encourages Customer to
consult a tax advisor in the event of an audit or examination.

4. 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. 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. 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. Audit Assistance does not constitute legal, tax,
regulatory or other professional advice and is for informational purposes only.
Gusto will not act as Customer’s representative in an audit. Customer is
encouraged to consult a tax advisor for guidance in the event of an audit or
examination.

Audit Assistance is only available for federal and state tax audit notices
and/or letters. 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. 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. 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. 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. 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”). The R&D Tax Credit Services Fees are listed on the
applicable fee schedules at https://gusto.com/product/pricing.

From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees
at its sole discretion. In such cases the discounts shall be confirmed with the
Customer in writing on the applicable invoice. In addition, Gusto may update the
R&D Tax Credit Services Fees at any time.

6. 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. (2) The Study Service Fee will be
   invoiced once the Customer submits approval of Gusto’s R&D tax credit
   calculations from the Platform.

 * 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. The Enhanced Document is deemed accepted
   fifteen (15) days after it is made available on the Platform. Notification in
   the Platform is sufficient for notification purposes, and Gusto may provide
   additional notification via electronic mail.

 * Audit Assistance: The Audit Assistance Annual Fee will be invoiced
   concurrently with the Study Service Fee.

Customer may, in compliance with the R&D Credit Redemption Terms, utilize
claimed R&D Tax Credits to offset Customer’s payroll tax liabilities.

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. 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.

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”).

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. 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.

All R&D Tax Credit Services Fees are non-refundable unless otherwise specified
on the invoice. 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.

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.

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. USER ACCOUNTS

To use the Gusto R&D Tax Credit Services, Customer must have an account with
Gusto (a “Gusto Account”). 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. 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). 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. 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. 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. GUSTO HAS NO LIABILITY FOR PROVIDED INFORMATION

For the avoidance of doubt, Provided Information includes Customer Documentation
and Customer Interviews. 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. Customer understands
that Gusto will rely on the Provided Information furnished by Customer in
performing the R&D Tax Credit Services. 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. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO PROVIDED INFORMATION

Customer must promptly notify Gusto of any changes to the Provided Information.
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. 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. 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. 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.
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.
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. Gusto retains all intellectual property
rights in the Platform.

12. WARRANTY DISCLAIMERS

Customer’s use of the Platform and R&D Tax Credit Services is entirely at
Customer’s own risk. Gusto is not in the business of providing legal,
regulatory, financial, accounting, employment, tax or other professional
services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. GUSTO CANNOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. 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. 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. 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. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF
DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN GUSTO AND CUSTOMER.

15. TERM AND TERMINATION

The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue
until terminated by either party. 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. 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. 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. 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.

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.

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. 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.
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.

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. 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. 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. 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. 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. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Gusto. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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. 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. 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. 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. 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. 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. 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.
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. The remaining terms will be valid and enforceable.
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. Any attempt by
Customer to assign or transfer this Gusto R&D Services Agreement, without such
consent, will be null. Gusto and Gusto may freely assign or transfer this Gusto
R&D Services Agreement Agreement without restriction. 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.

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. For notices made by e-mail, the date of receipt will be deemed the
date on which such notice is given. For notices made by posting to the Platform,
the date of such posting will be deemed the date that notice is given. Gusto’s
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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Gusto. Except as expressly set forth in
this 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. CONTACT INFORMATION

If Customer has any questions about this Agreement or the R&D Tax Credit
Services, Customer may contact Gusto at support@Gusto.com. Gusto is located at
525 20th Street San Francisco, CA 94107. Ardius is a subsidiary of Gusto. 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 20, 2023  TO  OCTOBER 20, 2023

Download

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TABLE OF CONTENTS

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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”).

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17 HEREIN.

1. 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. 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.

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”). Customer may enroll in any such
R&D Tax Credit Service for which it meets the Eligibility Criteria.

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.

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.
Gusto is not in the business of providing professional or legal advice. 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.

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. 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. 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. 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. 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. 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. 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.

(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. 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”). Customer shall be responsible for collecting and submitting this
Provided Information to Gusto. 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.
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.

(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. 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. Customer is solely
responsible for making Customer’s own decisions on what to include in applicable
tax filings and forms. 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.

(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.

(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. 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. Gusto encourages Customer to
consult a tax advisor in the event of an audit or examination.

4. 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. 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. 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. Audit Assistance does not constitute legal, tax,
regulatory or other professional advice and is for informational purposes only.
Gusto will not act as Customer’s representative in an audit. Customer is
encouraged to consult a tax advisor for guidance in the event of an audit or
examination.

Audit Assistance is only available for federal and state tax audit notices
and/or letters. 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. 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. 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. 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. 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”). The R&D Tax Credit Services Fees are listed on the
applicable fee schedules at https://gusto.com/product/pricing.

From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees
at its sole discretion. In such cases the discounts shall be confirmed with the
Customer in writing on the applicable invoice. In addition, Gusto may update the
R&D Tax Credit Services Fees at any time.

6. 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. (2) The Study Service Fee will be
   invoiced once the Customer submits approval of Gusto’s R&D tax credit
   calculations from the Platform.

 * 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. The Enhanced Document is deemed accepted
   fifteen (15) days after it is made available on the Platform. Notification in
   the Platform is sufficient for notification purposes, and Gusto may provide
   additional notification via electronic mail.

 * Audit Assistance: The Audit Assistance Annual Fee will be invoiced
   concurrently with the Study Service Fee.

Customer may, in compliance with the R&D Credit Redemption Terms, utilize
claimed R&D Tax Credits to offset Customer’s payroll tax liabilities.

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. 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.

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”).

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. 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.

All R&D Tax Credit Services Fees are non-refundable unless otherwise specified
on the invoice. 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.

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.

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. USER ACCOUNTS

To use the Gusto R&D Tax Credit Services, Customer must have an account with
Gusto (a “Gusto Account”). 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. 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). 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. 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. 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. GUSTO HAS NO LIABILITY FOR PROVIDED INFORMATION

For the avoidance of doubt, Provided Information includes Customer Documentation
and Customer Interviews. 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. Customer understands
that Gusto will rely on the Provided Information furnished by Customer in
performing the R&D Tax Credit Services. 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. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO PROVIDED INFORMATION

Customer must promptly notify Gusto of any changes to the Provided Information.
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. 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. 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. 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.
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.
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. Gusto retains all intellectual property
rights in the Platform.

12. WARRANTY DISCLAIMERS

Customer’s use of the Platform and R&D Tax Credit Services is entirely at
Customer’s own risk. Gusto is not in the business of providing legal,
regulatory, financial, accounting, employment, tax or other professional
services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. GUSTO CANNOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. 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. 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. 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. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF
DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN GUSTO AND CUSTOMER.

15. TERM AND TERMINATION

The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue
until terminated by either party. 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. 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. 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. 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.

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.

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. 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.
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.

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. 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. 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. 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. 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. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Gusto. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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. 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. 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. 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. 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. 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. 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.
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. The remaining terms will be valid and enforceable.
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. Any attempt by
Customer to assign or transfer this Gusto R&D Services Agreement, without such
consent, will be null. Gusto and Gusto may freely assign or transfer this Gusto
R&D Services Agreement Agreement without restriction. 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.

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. For notices made by e-mail, the date of receipt will be deemed the
date on which such notice is given. For notices made by posting to the Platform,
the date of such posting will be deemed the date that notice is given. Gusto’s
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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Gusto. Except as expressly set forth in
this 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. CONTACT INFORMATION

If Customer has any questions about this Agreement or the R&D Tax Credit
Services, Customer may contact Gusto at support@Gusto.com. Gusto is located at
525 20th Street San Francisco, CA 94107. Ardius is a subsidiary of Gusto. 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 13, 2023  TO  OCTOBER 20, 2023

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TABLE OF CONTENTS

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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”).

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17 HEREIN.

1. 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. 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.

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”). Customer may enroll in any such
R&D Tax Credit Service for which it meets the Eligibility Criteria.

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.

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.
Gusto is not in the business of providing professional or legal advice. 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.

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. 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. 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. 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. 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. 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. 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.

(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. 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”). Customer shall be responsible for collecting and submitting this
Provided Information to Gusto. 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.
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.

(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. 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. Customer is solely
responsible for making Customer’s own decisions on what to include in applicable
tax filings and forms. 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.

(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.

(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. 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. Gusto encourages Customer to
consult a tax advisor in the event of an audit or examination.

4. 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. 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. 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. Audit Assistance does not constitute legal, tax,
regulatory or other professional advice and is for informational purposes only.
Gusto will not act as Customer’s representative in an audit. Customer is
encouraged to consult a tax advisor for guidance in the event of an audit or
examination.

Audit Assistance is only available for federal and state tax audit notices
and/or letters. 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. 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. 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. 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. 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”). The R&D Tax Credit Services Fees are listed on the
applicable fee schedules at https://gusto.com/product/pricing.

From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees
at its sole discretion. In such cases the discounts shall be confirmed with the
Customer in writing on the applicable invoice. In addition, Gusto may update the
R&D Tax Credit Services Fees at any time.

6. 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. (2) The Study Service Fee will be
   invoiced once the Customer submits approval of Gusto’s R&D tax credit
   calculations from the Platform.
 * 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. The Enhanced Document is deemed accepted
   fifteen (15) days after it is made available on the Platform. Notification in
   the Platform is sufficient for notification purposes, and Gusto may provide
   additional notification via electronic mail.
 * Audit Assistance: The Audit Assistance Annual Fee will be invoiced
   concurrently with the Study Service Fee.

Customer may, in compliance with the R&D Credit Redemption Terms, utilize
claimed R&D Tax Credits to offset Customer’s payroll tax liabilities.

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. 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.

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”).

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. 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.

All R&D Tax Credit Services Fees are non-refundable unless otherwise specified
on the invoice. 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.

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.

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. User Accounts

To use the Gusto R&D Tax Credit Services, Customer must have an account with
Gusto (a “Gusto Account”). 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. 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). 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. 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. 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. Gusto has No Liability for Provided Information

For the avoidance of doubt, Provided Information includes Customer Documentation
and Customer Interviews. 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. Customer understands
that Gusto will rely on the Provided Information furnished by Customer in
performing the R&D Tax Credit Services. 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. 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. Obligation to Notify Gusto of Changes to Provided Information

Customer must promptly notify Gusto of any changes to the Provided Information.
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. 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. 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. 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.
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.
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. Gusto retains all intellectual property
rights in the Platform.

12. Warranty Disclaimers

Customer’s use of the Platform and R&D Tax Credit Services is entirely at
Customer’s own risk. Gusto is not in the business of providing legal,
regulatory, financial, accounting, employment, tax or other professional
services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. GUSTO CANNOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. 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. 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. 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. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF
DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN GUSTO AND CUSTOMER.

15. Term and Termination

The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue
until terminated by either party. 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. 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. 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. 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.

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.

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. 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.
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.

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. 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. 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. 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. 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. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Gusto. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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. 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. 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. 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. 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. 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. 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.
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. The remaining terms will be valid and enforceable.
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. Any attempt by
Customer to assign or transfer this Gusto R&D Services Agreement, without such
consent, will be null. Gusto and Gusto may freely assign or transfer this Gusto
R&D Services Agreement Agreement without restriction. 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.

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. For notices made by e-mail, the date of receipt will be deemed the
date on which such notice is given. For notices made by posting to the Platform,
the date of such posting will be deemed the date that notice is given. Gusto’s
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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Gusto. Except as expressly set forth in
this 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. Contact Information

If Customer has any questions about this Agreement or the R&D Tax Credit
Services, Customer may contact Gusto at support@Gusto.com. Gusto is located at
525 20th Street San Francisco, CA 94107. Ardius is a subsidiary of Gusto. 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 29, 2023  TO  OCTOBER 13, 2023

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TABLE OF CONTENTS

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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”).

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17 HEREIN.

1. 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. 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.

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”). Customer may enroll in any such
R&D Tax Credit Service for which it meets the Eligibility Criteria.

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.

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.
Gusto is not in the business of providing professional or legal advice. 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.

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. 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. 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. 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. 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. 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. 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.

(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. 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”). Customer shall be responsible for collecting and submitting this
Provided Information to Gusto. 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.
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.

(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. 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. Customer is solely
responsible for making Customer’s own decisions on what to include in applicable
tax filings and forms. 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.

(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.

(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. 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. Gusto encourages Customer to
consult a tax advisor in the event of an audit or examination.

4. 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. 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. 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. Audit Assistance does not constitute legal, tax,
regulatory or other professional advice and is for informational purposes only.
Gusto will not act as Customer’s representative in an audit. Customer is
encouraged to consult a tax advisor for guidance in the event of an audit or
examination.

Audit Assistance is only available for federal and state tax audit notices
and/or letters. 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. 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. 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. 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. 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”). The R&D Tax Credit Services Fees are listed on the
applicable fee schedules at https://gusto.com/product/pricing.

From time to time Gusto may offer discounts on the R&D Tax Credit Services Fees
at its sole discretion. In such cases the discounts shall be confirmed with the
Customer in writing on the applicable invoice. In addition, Gusto may update the
R&D Tax Credit Services Fees at any time.

6. 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. (2) The Study Service Fee will be
   invoiced once the Customer submits approval of Gusto’s R&D tax credit
   calculations from the Platform.
 * 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. The Enhanced Document is deemed accepted
   fifteen (15) days after it is made available on the Platform. Notification in
   the Platform is sufficient for notification purposes, and Gusto may provide
   additional notification via electronic mail.
 * Audit Assistance: The Audit Assistance Annual Fee will be invoiced
   concurrently with the Study Service Fee.

Customer may, in compliance with the R&D Credit Redemption Terms, utilize
claimed R&D Tax Credits to offset Customer’s payroll tax liabilities.

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. 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.

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”).

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. 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.

All R&D Tax Credit Services Fees are non-refundable unless otherwise specified
on the invoice. 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.

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.

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. User Accounts

To use the Gusto R&D Tax Credit Services, Customer must have an account with
Gusto (a “Gusto Account”). 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. 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). 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. 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. 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. Gusto has No Liability for Provided Information

For the avoidance of doubt, Provided Information includes Customer Documentation
and Customer Interviews. 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. Customer understands
that Gusto will rely on the Provided Information furnished by Customer in
performing the R&D Tax Credit Services. 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. 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. Obligation to Notify Gusto of Changes to Provided Information

Customer must promptly notify Gusto of any changes to the Provided Information.
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. 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. 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. 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.
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.
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. Gusto retains all intellectual property
rights in the Platform.

12. Warranty Disclaimers

Customer’s use of the Platform and R&D Tax Credit Services is entirely at
Customer’s own risk. Gusto is not in the business of providing legal,
regulatory, financial, accounting, employment, tax or other professional
services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION IN OR LINKED TO THE R&D TAX CREDIT SERVICES. GUSTO CANNOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION AND GUSTO MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CUSTOMER INFORMATION. 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. 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. 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. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF
DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN GUSTO AND CUSTOMER.

15. Term and Termination

The R&D Tax Credit Services and the Gusto R&D Services Agreement will continue
until terminated by either party. 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. 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. 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. 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.

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.

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. 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.
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.

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. 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. 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. 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. 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. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Gusto. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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. 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. 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. 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. 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. 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. 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.
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. The remaining terms will be valid and enforceable.
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. Any attempt by
Customer to assign or transfer this Gusto R&D Services Agreement, without such
consent, will be null. Gusto and Gusto may freely assign or transfer this Gusto
R&D Services Agreement Agreement without restriction. 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.

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. For notices made by e-mail, the date of receipt will be deemed the
date on which such notice is given. For notices made by posting to the Platform,
the date of such posting will be deemed the date that notice is given. Gusto’s
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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Gusto. Except as expressly set forth in
this 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. Contact Information

If Customer has any questions about this Agreement or the R&D Tax Credit
Services, Customer may contact Gusto at support@Gusto.com. Gusto is located at
525 20th Street San Francisco, CA 94107. Ardius is a subsidiary of Gusto. 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 9, 2022  TO  SEPTEMBER 29, 2023

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TABLE OF CONTENTS

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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.
(“Gusto”) and its subsidiary Ardius, LLC and its affiliates (“Ardius”), a Gusto
company, agree to provide eligible customers of Gusto, Inc. (“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.

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. In that event, “Customer” also refers
to that business or individual. 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.

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. 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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17 HEREIN.

1. 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. 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. 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.

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”).

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.

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. Ardius and Gusto are not in the business of providing professional or
legal advice. 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.

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.

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. 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. 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. 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. 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. Ardius may
undertake an independent assessment of whether a Company is eligible for Federal
R&D Tax Credits. 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. 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. 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. Customer is solely responsible for
following those instructions, whether sent by email, by posting on the Gusto
Site or Ardius’s website, or otherwise.

(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. 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.

(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. 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. 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.

(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.

(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. 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. Ardius
encourages Customer to consult an attorney in the event of an audit or
examination.

4. 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”). Ardius Audit Guidance does not
constitute legal, tax, regulatory or other professional advice and is for
informational purposes only. Ardius will not act as Customer’s representative in
an audit. Customer is encouraged to consult an attorney for guidance in the
event of an audit or examination.

Ardius Audit Guidance only applies to federal and state tax audit notices and/or
letters. 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. 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. 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. 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”). 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. From time to
time Ardius or Gusto may offer discounts on the Gusto R&D Tax Credit Services
Fees at their sole discretion. In such cases the discounts shall be confirmed
with the Customer in writing on the applicable invoice or Sales Agreement. In
addition, Ardius and Gusto may update the Gusto R&D Tax Credit Services Fees at
any time.

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. 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. 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.

Customer may utilize claimed R&D Tax Credits to offset Customer’s payroll tax
liabilities. 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.

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.

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. User Accounts

To use the R&D Tax Credit Study Service, Customer must have an account with
Ardius (an “Ardius Account”). 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. 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. Privacy Policy

Please refer to Ardius’s Privacy Policy for information on how Ardius collects,
uses, and discloses information from Customer. 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.
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. 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. 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”). Determining the amount of Available Credit remains solely
the responsibility of the Customer. 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”). For the avoidance of doubt, Provided Information includes
Customer Documentation and Customer Interviews.

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. Customer understands that Ardius will rely on the
Provided Information furnished by Customer in performing the Gusto R&D Tax
Credit Services. 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. Obligation to Notify Ardius of Changes to Provided Information

Customer must promptly notify Ardius of any changes to the Provided Information.
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. 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. 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. 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. 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. 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. Gusto retains all intellectual property rights in the
Gusto Platform.

11. Warranty Disclaimers

Customer’s use of the Gusto Platform and Gusto R&D Tax Credit Services is
entirely at Customer’s own risk. Neither Ardius nor Gusto is in the business of
providing legal, regulatory, financial, accounting, employment, tax or other
professional services or advice. 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. Customer should consult a professional that is trained or licensed in
the relevant area if Customer needs such assistance.

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. 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. 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. 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. 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. 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. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES
SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
GUSTO, ARDIUS AND CUSTOMER.

14. Term and Termination

The Gusto R&D Tax Credit Services and the Gusto R&D Services Agreement will
continue until terminated by either party. 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. 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. 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. 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.

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.

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. 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. 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.

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. 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. 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. 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. 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. 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. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Gusto. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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. Ardius is Not Responsible for Things Ardius Cannot Control

This Section 18 does not limit Section 26 of the Gusto Terms. 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. 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. 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. 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. 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.
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. The remaining terms will be valid and enforceable.
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. Any attempt by
Customer to assign or transfer this Gusto R&D Services Agreement, without such
consent, will be null. Ardius and Gusto may freely assign or transfer this Gusto
R&D Services Agreement Agreement without restriction. 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.

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. For notices made by e-mail, the date of receipt will be deemed
the date on which such notice is given. For notices made by posting to the
Platform, the date of such posting will be deemed the date that notice is given.
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.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Ardius. 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. Contact Information

If Customer has any questions about this Agreement or the Gusto R&D Tax Credit
Services, Customer may contact Ardius at support@ardius.com. Ardius is a
subsidiary of Gusto. Gusto is located at 525 20th Street San Francisco, CA
94107. 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 15, 2021  TO  JUNE 9, 2022

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TABLE OF CONTENTS

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Gusto R&D Tax Credit Service Powered by Ardius Terms



Last updated October 15, 2021.

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. (“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.

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. In that event, User also refers to that business or individual. 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.

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.



YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 17.

 1. 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).

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”).

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.

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. 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. We encourage Customer to consult an attorney in
the event of an audit or examination.

 2. 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. 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. 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. Ardius may also undertake an independent assessment of
whether a Company is eligible for federal R&D Tax Credits. 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. 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.

 3. 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. 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. Customer is solely responsible
for following those instructions, whether sent by email, by posting on the Gusto
Site, or otherwise.

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.

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. 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.

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.

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. 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. Ardius encourages Customer to consult
an attorney in the event of an audit or examination.

 4. 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”).

Ardius Audit Guidance will only be available to Customers for three years
following the federal filing date for the most recent tax year. Ardius Audit
Guidance applies to Federal and State tax audit notices and/or letters. 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.
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. Ardius Audit Guidance does not constitute
legal, tax, regulatory or other professional advice and is for informational
purposes only. Ardius will not act as Customer’s representative in an audit.

 5. 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”). From time to
time Ardius or Gusto may offer discounts in their sole discretion. In addition,
Ardius may update the Service Fee Table at any time in its sole discretion.

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. 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. 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.

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.

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.

 6. User Accounts

To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an
account with Ardius (an “Account”). 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.

 7. Privacy Policy

Please refer to Ardius’s Privacy Policy for information on how Ardius collects,
uses, and discloses information from Customer. 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.
Gusto is Ardius’ parent company and affiliate, and Customer understands that

 8. 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”). Determining the amount of Available Credit remains solely the
responsibility of the Customer. 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) 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 Customer Interviews (“Provided
Information”). For the avoidance of doubt, Provided Information includes
Customer Documentation and Customer Interviews.

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. Ardius will rely on the Provided Information
furnished by Customer. 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.

 9. Obligation to Notify Ardius of Changes to Provided Information

Customer must promptly notify Ardius of any changes to the Provided Information.
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. 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.

 10. 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. 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. 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. 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. 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. Gusto retains all intellectual property rights in the
Gusto Platform.

 11. 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. Neither Ardius nor Gusto is in the
business of providing legal, regulatory, financial, accounting, employment, tax
or other professional services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. 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. 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. 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. 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. 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. 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.

 13. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND
CUSTOMER.

 14. 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. 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. 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. 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. 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.

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.

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. 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. 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.

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.

 15. 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. If Ardius does so, Ardius shall post the modified Ardius R&D
Agreement on its website. 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. 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. 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.

 16. 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.

 17. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Ardius. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Ardius. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Ardius or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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.

 18. 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.

 19. 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. 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.

 20. 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. This Ardius R&D Agreement may be
modified only by a written amendment signed by the parties or as otherwise
provided in Section 12. 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. The remaining terms will be valid and
enforceable. Customer may not assign this Ardius R&D Agreement, by operation of
law or otherwise, without Ardius’s prior written consent. Any attempt by User to
assign or transfer this Ardius R&D Agreement, without such consent, will be
null. Ardius may freely assign or transfer this Ardius R&D Agreement Agreement
without restriction. 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.

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. For notices
made by e-mail, the date of receipt will be deemed the date on which such notice
is given. For notices made by posting to the Platform, the date of such posting
will be deemed the date that notice is given. 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. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Ardius. 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.

 21. 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 support@ardius.com.
Ardius is a subsidiary of Gusto. Gusto, the provider of the Gusto Platform, is
located at 525 20th Street San Francisco, CA 94107. 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 1, 2021  TO  NOVEMBER 15, 2021

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TABLE OF CONTENTS

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Gusto R&D Tax Credit Service Powered by Ardius Terms



Last updated October 15, 2021.

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. (“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.

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. In that event, User also refers to that business or individual. 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.

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.



YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 15.

 1. 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).

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”).

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.

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. 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. We encourage Customer to consult an attorney in
the event of an audit or examination.

 2. 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. 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. 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. Ardius may also undertake an independent assessment of
whether a Company is eligible for federal R&D Tax Credits. 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. 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.

 3. 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. 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. Customer is solely responsible
for following those instructions, whether sent by email, by posting on the Gusto
Site, or otherwise.

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.

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. 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.

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.

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. 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. Ardius encourages Customer to consult
an attorney in the event of an audit or examination.

 4. 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”).

Ardius Audit Guidance will only be available to Customers for three years
following the federal filing date for the most recent tax year. Ardius Audit
Guidance applies to Federal and State tax audit notices and/or letters. 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.
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. Ardius Audit Guidance does not constitute
legal, tax, regulatory or other professional advice and is for informational
purposes only. Ardius will not act as Customer’s representative in an audit.

 5. 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”). From time to
time Ardius or Gusto may offer discounts in their sole discretion. In addition,
Ardius may update the Service Fee Table at any time in its sole discretion.

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. 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. 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.

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.

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.

 6. User Accounts

To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an
account with Ardius (an “Account”). 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.

 7. Privacy Policy

Please refer to Ardius’s Privacy Policy for information on how Ardius collects,
uses, and discloses information from Customer. 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.
Gusto is Ardius’ parent company and affiliate, and Customer understands that

 8. 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”). Determining the amount of Available Credit remains solely the
responsibility of the Customer. 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) 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 Customer Interviews (“Provided
Information”). For the avoidance of doubt, Provided Information includes
Customer Documentation and Customer Interviews.

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. Ardius will rely on the Provided Information
furnished by Customer. 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.

 9. Obligation to Notify Ardius of Changes to Provided Information

Customer must promptly notify Ardius of any changes to the Provided Information.
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. 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.

 10. 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. 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. 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. 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. 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. Gusto retains all intellectual property rights in the
Gusto Platform.

 11. 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. Neither Ardius nor Gusto is in the
business of providing legal, regulatory, financial, accounting, employment, tax
or other professional services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. 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. 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. 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. 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. 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. 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.

 13. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND
CUSTOMER.

 14. 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. 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. 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. 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. 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.

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.

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. 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. 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.

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.

 15. 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. If Ardius does so, Ardius shall post the modified Ardius R&D
Agreement on its website. 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. 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. 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.

 16. 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.

 17. 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. To
initiate an arbitration proceeding, an arbitration claim must be submitted by
the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration
must be provided to the other party (the “Opposing Party”), pursuant to the AAA
Rules. Arbitration hearings will be held in San Francisco, California or any
other location that is mutually agreed upon by Customer and Ardius. 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”). 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. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Customer and Ardius. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Ardius or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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.

 18. 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.

 19. 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. 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.

 20. 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. This Ardius R&D Agreement may be
modified only by a written amendment signed by the parties or as otherwise
provided in Section 12. 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. The remaining terms will be valid and
enforceable. Customer may not assign this Ardius R&D Agreement, by operation of
law or otherwise, without Ardius’s prior written consent. Any attempt by User to
assign or transfer this Ardius R&D Agreement, without such consent, will be
null. Ardius may freely assign or transfer this Ardius R&D Agreement Agreement
without restriction. 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.

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. For notices
made by e-mail, the date of receipt will be deemed the date on which such notice
is given. For notices made by posting to the Platform, the date of such posting
will be deemed the date that notice is given. 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. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Ardius. 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.

 21. 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 support@ardius.com.
Ardius is a subsidiary of Gusto. Gusto, the provider of the Gusto Platform, is
located at 525 20th Street San Francisco, CA 94107. 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 18, 2021  TO  NOVEMBER 1, 2021

Download

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TABLE OF CONTENTS

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Ardius R&D Tax Credit Beta Terms of Service



Last updated August 18, 2021.

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. (“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.



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. In that event, User also refers
to that business or individual. 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.

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.



YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 15.



 1. 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).

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”).

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.



 2. 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”).



Ardius Audit Guidance will only be available to Customers for three years
following the federal filing date for tax year 2021. Ardius Audit Guidance
applies to Federal and State tax audit notices and/or letters. 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. 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. Ardius Audit Guidance does
not constitute legal, tax, regulatory or other professional advice and is for
informational purposes only. Ardius will not act as Customer’s representative in
an audit.



 3. 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”). Ardius may
update the Service Fee Table at any time in its sole discretion.

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. 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. 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.

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.

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.



 4. User Accounts



To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an
account with Ardius (an “Account”). 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.



 5. Privacy Policy



Please refer to Ardius’s Privacy Policy for information on how Ardius collects,
uses, and discloses information from Customer. 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.



 6. 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”). Determining the amount of Available Credit remains solely the
responsibility of the Customer. 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”).



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. Ardius will rely on the Provided Information
furnished by Customer. 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.



 7. Obligation to Notify Ardius of Changes to Information



Customer must promptly notify Ardius of any changes to the Provided Information.
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. 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.



 8. 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. 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. 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. 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. 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. Gusto retains all intellectual property rights in the
Gusto Platform.



 9. 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. Neither Ardius nor Gusto is in the
business of providing legal, regulatory, financial, accounting, employment, tax
or other professional services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. 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. 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. 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. 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. 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.



 10. 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.



 11. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND
CUSTOMER.



 12. 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. 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. 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. 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. 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.

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.

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. 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. 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.

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.



 13. 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. If Ardius does so, Ardius shall post the modified Ardius R&D
Tax Credit Beta Terms on its website. 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. 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. 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.



 14. 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.



 15. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by Customer and Ardius. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon Customer and Ardius. A judgment on the award may
be entered and enforced in any court of competent jurisdiction.



Either Ardius or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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.



 16. 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.



 17. 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. 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.



 18. 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.
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. 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. The remaining terms will be valid and enforceable. 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. 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. Ardius may freely
assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement
without restriction. 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.

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. For notices
made by e-mail, the date of receipt will be deemed the date on which such notice
is given. For notices made by posting to the Platform, the date of such posting
will be deemed the date that notice is given. 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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Ardius. 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.



 19. 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
support@ardius.com. Ardius is a subsidiary of Gusto. Gusto, the provider of the
Platform, is located at 525 20th Street San Francisco, CA 94107. 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 16, 2021  TO  AUGUST 18, 2021

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TABLE OF CONTENTS

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Gusto R&D Tax Credit Service powered by Ardius Agreement

Last updated August ___, 2021.

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. (“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.

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. In that event, User also refers
to that business or individual. 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.

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.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN
SECTION 14.

 1. 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).

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”).

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.

 1. 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”).

Ardius Audit Guidance will only be available to Customers for three years
following the federal filing date for tax year 2021. Ardius Audit Guidance
applies to Federal and State tax audit notices and/or letters. 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. 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. Ardius Audit Guidance does
not constitute legal, tax, regulatory or other professional advice and is for
informational purposes only. Ardius will not act as Customer’s representative in
an audit.

 1. 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”). Ardius may
update the Service Fee Table at any time in its sole discretion.

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. 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. 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.

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.

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.

 1. User Accounts

To use the Gusto R&D Tax Credit powered by Ardius Service, User must have an
account with Ardius (an “Account”). 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.

 1. Privacy Policy

Please refer to Ardius’s Privacy Policy for information on how Ardius collects,
uses, and discloses information from Customer. 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.

 1. 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”). Determining the amount of Available Credit remains solely the
responsibility of the Customer. 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”).

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. Ardius will rely on the Provided Information
furnished by Customer. 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.

 1. Obligation to Notify Ardius of Changes to Information

Customer must promptly notify Ardius of any changes to the Provided Information.
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. 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.

 1. 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. 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. 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. 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. 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. Gusto retains all intellectual property rights in the
Gusto Platform.

 1. 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. Neither Ardius nor Gusto is in the
business of providing legal, regulatory, financial, accounting, employment, tax
or other professional services or advice. 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. Customer should consult a
professional that is trained or licensed in the relevant area if Customer needs
such assistance.

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. 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. 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. 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. 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. 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.

 1. 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.

 1. 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. 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. 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. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARDIUS AND
CUSTOMER.

 1. 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. 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. 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. 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. 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.

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.

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. 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. 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.

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.

 1. 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. If Ardius does so, Ardius shall post the modified Ardius R&D Tax
Credit Terms on its website. 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. 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. 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.

 1. 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.

 1. 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. To initiate an arbitration proceeding, an arbitration
claim must be submitted by the claimant (the “Claimant”) to the AAA, and a
written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by Customer and Ardius. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon Customer and Ardius. A judgment on the award may
be entered and enforced in any court of competent jurisdiction.



Either Ardius or Customer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. 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. 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.

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. 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.

 1. 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.

 1. 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. 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.

 1. 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.
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. 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. The remaining terms will be valid and enforceable. 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. 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. Ardius may freely
assign or transfer this Gusto R&D Tax Credit Service powered by Ardius Agreement
without restriction. 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.

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. For notices
made by e-mail, the date of receipt will be deemed the date on which such notice
is given. For notices made by posting to the Platform, the date of such posting
will be deemed the date that notice is given. 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. The waiver
of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Ardius. 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.

 1. 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
support@ardius.com. Ardius is a subsidiary of Gusto. Gusto, the provider of the
Platform, is located at 525 20th Street San Francisco, CA 94107. 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 20, 2023

Download

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TABLE OF CONTENTS

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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.

These R&D Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these R&D Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The R&D Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the R&D
Agreement carefully and to save a copy of it for User’s records. 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. In that event,
“User” (as defined in the Gusto Terms) also refers to that business or
individual. 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. 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.

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.

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. 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. 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. 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.
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. 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”).

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. 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. 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. 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”). Determining the amount of Available Credit is solely the
responsibility of User and any Company Accountants. 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”). 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. Gusto will rely on the Available
Credit information and other Provided Information furnished by User and Company
Accountants. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO INFORMATION

User must promptly notify Gusto of any changes to the Provided Information. 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. 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. 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.

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. 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.

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. 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. 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.

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. 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. 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).

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”). 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”).

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. 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. 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.

EFFECTIVE OCTOBER 20, 2023  TO  OCTOBER 20, 2023

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TABLE OF CONTENTS

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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.

These R&D Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these R&D Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The R&D Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the R&D
Agreement carefully and to save a copy of it for User’s records. 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. In that event,
“User” (as defined in the Gusto Terms) also refers to that business or
individual. 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. 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.

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.

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. 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. 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. 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.
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. 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”).

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. 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. 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. 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”). Determining the amount of Available Credit is solely the
responsibility of User and any Company Accountants. 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”). 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. Gusto will rely on the Available
Credit information and other Provided Information furnished by User and Company
Accountants. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO INFORMATION

User must promptly notify Gusto of any changes to the Provided Information. 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. 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. 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.

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. 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.

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. 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. 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.

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. 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. 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).

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”). 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”).

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. 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. 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.



EFFECTIVE OCTOBER 17, 2023  TO  OCTOBER 20, 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.

These R&D Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these R&D Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The R&D Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the R&D
Agreement carefully and to save a copy of it for User’s records. 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. In that event,
“User” (as defined in the Gusto Terms) also refers to that business or
individual. 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. 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.

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.

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. 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. 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. 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.
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. 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”).

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. 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. 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. 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”). Determining the amount of Available Credit is solely the
responsibility of User and any Company Accountants. 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”). 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. Gusto will rely on the Available
Credit information and other Provided Information furnished by User and Company
Accountants. 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. OBLIGATION TO NOTIFY GUSTO OF CHANGES TO INFORMATION

User must promptly notify Gusto of any changes to the Provided Information. 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. 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. 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.

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. 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.

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. 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. 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.

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. 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. 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).



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”). 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”).

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. 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. 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.




R&D TAX CREDIT SERVICES REFERRAL PARTNER PROGRAM

Version Version 1.0  (Current)

EFFECTIVE OCTOBER 25, 2023

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TABLE OF CONTENTS

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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”)).
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”). 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”).

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”). A Partner Client may enroll in
any such service for which it meets the Eligibility Criteria. For the purposes
of these Partner Terms, Services exclude the Gusto R&D Tax Credit Redemption
Services as described in the Services Terms.

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.

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.

All Partner Terms herein are subject to the Gusto Terms. In the event of a
conflict or inconsistency between these Partner Terms and the Gusto Terms, the
Gusto Terms will prevail. 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). 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. 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.

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. 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. The Referral Fee will be distributed on the same cadence as
the Revenue Share Percentage. Partners have the option to donate the Referral
Fee to a charity of their choosing.

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. 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.


TAX FORM PRINTING & MAILING TERMS

Version Version 1.0  (Current)

EFFECTIVE OCTOBER 23, 2023

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TABLE OF CONTENTS

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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. 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. (“Lob”), via the
Gusto Platform (the “Tax Form Printing and Mailing Service”).

These Tax Form Printing and Mailing Terms are “Service Terms” under the Gusto
Terms. 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. The Tax Form Printing and Mailing
Customer Agreement is a legally binding agreement between Customer and Gusto.
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. 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. 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. 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.

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.

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. 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”). 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. Customer is encouraged to read and
review the terms and policies governing the Gusto Platform and the Lob Platform
(the “Platforms”). 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. 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. 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. 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. 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. 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”).

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. As such, Customer should carefully review all
information before submitting any Printed and Mailed Tax Forms. 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. Customer is solely
responsible for taking such actions.

6. 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”). Customer
Tax Information necessarily includes certain personally identifiable
information. Customer acknowledges the foregoing and authorizes Gusto to share
Customer Tax Information with Lob. If Customer does not agree or later revokes
Customer’s authorization, Customer must not use the Tax Form Printing and
Mailing Service. Customer is encouraged to read and review Gusto’s and Lob’s
Privacy Policies as referenced in Section 2 of this Agreement.

7. 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”). Customer acknowledges and agrees that Customer is solely responsible for
Customer’s obligations under Applicable Laws. 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.

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. 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. SERVICE FEES AND CHARGES

As part of the Tax Form Printing and Mailing Service, Gusto will invoice and
debit Customer on a monthly basis. 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. 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.
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. 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.
Gusto may also modify, amend, or restate the Tax Form Printing and Mailing
Customer Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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.


CHECK MAILING AND PRINTING TERMS

Version Version 1.1  (Current) Version 1.0

EFFECTIVE OCTOBER 26, 2023

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TABLE OF CONTENTS

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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. 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. (“Lob”), a Delaware corporation, via the Gusto Platform
(the “Check Printing and Mailing Service”).

These Check Printing and Mailing Terms are “Service Terms” under the Gusto
Terms. 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. The Check Printing and Mailing Customer
Agreement is a legally binding agreement between Customer and Gusto. 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. The Authorized Signatory represents and warrants that such Authorized
Signatory has the authority to bind Customer to the Check Printing and Mailing
Customer Agreement. 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. 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.

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.

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. 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”). 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. Customer is encouraged to read and review the terms
and policies governing the Gusto Platform and the Lob Platform (the
“Platforms”). Customer acknowledges that, under these Check Printing and Mailing
Terms, the policies and terms of both of the Platforms govern and may be
inconsistent. Where any provision governing the Gusto Platform conflicts with
any provision governing the 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. 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. 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. 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. 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”). Customer acknowledges that Lob,
and not Gusto, will print and mail the requested Printed and Mailed Payments for
certified delivery through the USPS. 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. 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.

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.
As such, Customer should carefully review all information and amounts before
submitting any Printed and Mailed Payments. 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. Customer is
solely responsible for taking such actions and paying any stop payment fees.

6. 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”). Customer Information necessarily includes certain personally
identifiable information. 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. 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. 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. 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”).
Customer acknowledges and agrees that Customer is solely responsible for
Customer’s obligations under Applicable Laws. 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.

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. 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. Gusto highly recommends that Customer consult
with legal counsel regarding Customer’s use of the Check Printing and Mailing
Service.

8. SERVICE FEES AND CHARGES

As part of the Check Printing and Mailing Service, Gusto will invoice and debit
Customer on a monthly basis. 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. 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. 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. 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. Gusto
may also modify, amend, or restate the Check Printing and Mailing Customer
Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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. 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.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. 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 checks@gusto.com for assistance in
resolving the issue.

14. 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. Maximum liability is amounts actually paid in the
six (6) month period immediately preceding the date of the claim up to a maximum
of $1,000. Recovery of the above amount is the sole and exclusive remedy.

EFFECTIVE APRIL 28, 2021  TO  OCTOBER 26, 2023

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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. 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. (“Lob”), a Delaware corporation, via the Gusto Platform
(the “Check Printing and Mailing Service”).

These Check Printing and Mailing Terms are “Service Terms” under the Gusto
Terms. 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. The Check Printing
and Mailing Customer Agreement is a legally binding agreement between Customer
and Gusto. 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. The Authorized Signatory represents and warrants that such
Authorized Signatory has the authority to bind Customer to the Check Printing
and Mailing Customer Agreement. 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. 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.

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.

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. 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”). 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. Customer is encouraged to read and review the terms
and policies governing the Gusto Platform and the Lob Platform (the
“Platforms”). Customer acknowledges that, under these Check Printing and Mailing
Terms, the policies and terms of both of the Platforms govern and may be
inconsistent. Where any provision governing the Gusto Platform conflicts with
any provision governing the 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. 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. 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. 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. 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”). Customer acknowledges that Lob,
and not Gusto, will print and mail the requested Printed and Mailed Payments for
certified delivery through the USPS. 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. 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.

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.
As such, Customer should carefully review all information and amounts before
submitting any Printed and Mailed Payments. 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. Customer is
solely responsible for taking such actions and paying any stop payment fees.

6. 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”). Customer Information necessarily includes certain personally
identifiable information. 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. 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. 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. 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”).
Customer acknowledges and agrees that Customer is solely responsible for
Customer’s obligations under Applicable Laws. 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.

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. 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. Gusto highly recommends that Customer consult
with legal counsel regarding Customer’s use of the Check Printing and Mailing
Service.

8. Service Fees and Charges

As part of the Check Printing and Mailing Service, Gusto will invoice and debit
Customer on a monthly basis. 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. 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. 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. 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. Gusto
may also modify, amend, or restate the Check Printing and Mailing Customer
Agreement at any time, in Gusto’s sole discretion. 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. 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. 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. 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. 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.

Any change to the products or services offered by any of the aforementioned
third parties may materially and adversely affect, or entirely disable,
Customer’s use of or access to the Gusto Platform and the Gusto Services.
Likewise, Gusto cannot guarantee that any Customer information hosted on a
third-party server will remain secure.

13. 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 checks@gusto.com for assistance in
resolving the issue.

14. 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. Maximum liability is amounts actually paid in the
six (6) month period immediately preceding the date of the claim up to a maximum
of $1,000. Recovery of the above amount is the sole and exclusive remedy.




GUSTO TERMS OF SERVICE (2017)

Version Version 4.0  (Current) Version 3.0 Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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Please note: These terms will be updated and replaced on March 22, 2024. Please
review the updated terms for Employers here and the updated terms for employees
and US contractors here. If you accept the updated terms in your Gusto account
then the applicable updated terms will take effect for you on the date you click
to accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the applicable updated terms.

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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. PRIVACY POLICY

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. ELECTRONIC TRANSMISSION

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

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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Please note: These terms will be updated and replaced on March 22, 2024. Please
review the updated terms for Employers here and the updated terms for employees
and US contractors here. If you accept the updated terms in your Gusto account
then the applicable updated terms will take effect for you on the date you click
to accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the applicable updated terms.

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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. PRIVACY POLICY

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. ELECTRONIC TRANSMISSION

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

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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Please note: These terms will be updated and replaced on March 22, 2024. Please
review the updated terms here. If you accept the updated terms in your Gusto
account then the updated terms will take effect for you on the date you click to
accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the updated terms.

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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. USER ACCOUNTS

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. PRIVACY POLICY

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-SIGNATURES

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. WARRANTY DISCLAIMERS

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. TERM; TERMINATION; SUSPENSION

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. ELECTRONIC TRANSMISSION

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

29. CONTACT INFORMATION

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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 FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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Please note: These terms will be updated and replaced on March 22, 2024. Please
review the updated terms here. If you accept the updated terms in your Gusto
account then the updated terms will take effect for you on the date you click to
accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the updated terms.

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”). This Agreement contains the
terms and conditions that govern the use of Gusto’s all-in-one HR platform (the
“Platform”). 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”).

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”). 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. In that event, “User” also refers to that business or individual. 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.

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.
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. 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. If the terms hereof conflict with any Service Terms, the
Service Terms will govern with respect to the matters contemplated thereby.



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. 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. 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. 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. 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. All fees are non-refundable. 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. Gusto may charge
additional fees for exceptions processing, setup, and other special services
(including optional add-on services).

Gusto reserves the right to change the fees for its Services from time to time.
User will be notified of any change to existing fees at least thirty (30) days
before the fee change goes into effect. 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. User’s continued use of the Services beyond the cancellation
window constitutes User’s agreement to those changes. 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. 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. 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. User may request to change User’s Service
Plan via the Platform.

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. 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.

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”). User will
still receive access to the features and Services available with User’s Current
Plan until the end of the Downgrade Election Month. 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. 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. User Accounts

To use the Platform, User must have an account with Gusto (an “Account”). User
hereby authorizes Gusto to obtain and store User’s Account information as
necessary to make the Platform available to User.

5. 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. Privacy Policy

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Users. 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. 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. 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”). An Account Administrator is
authorized by User to access the Services by entering a confidential user ID and
password. 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.

User is solely responsible for all actions taken under any Account that User has
access to. 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”). 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.

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.

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.
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. 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.

User is responsible for timely providing Gusto with the information required for
Gusto to perform the Services. User may furnish such information directly to
Gusto or via an Account Administrator or Authorized Representative, such as
User’s accountant. 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. 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. 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.

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.

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.

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. 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. Gusto may ask for User’s name, address, date
of birth, social security number, and other information that will allow Gusto to
identify User. Gusto may also ask to see User’s driver’s license or other
identifying documents. 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. 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. 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”). 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. Gusto is not responsible for Third-Party Services or any material,
information, or results made available through Third-Party Services. 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.
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”). User is responsible for
the accuracy of all Shared Information. 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. 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.

The Platform and the Services may contain links to third-party websites or
resources. 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. User acknowledges
its sole responsibility for, and assumes all risk arising from, User’s use of
any third-party websites or resources.

11. 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. 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. 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. 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. User is solely responsible for all User
Content. 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. 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.

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. Moreover, in certain instances, some User Content
may not be completely removed and copies of User Content may continue to exist
on the Platform. Gusto is not responsible or liable for the removal or deletion
of (or the failure to remove or delete) any User Content.

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. 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”). User acknowledges
that the Platform, Services, and Gusto Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. 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. 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. 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.
Feedback includes, without limitation, feedback User provides to Gusto in
response to any surveys Gusto conducts, through any available technology, about
User’s experience.

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. 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. Message frequency may vary.
Standard message and data rates may apply. Note that Gusto will not send User
autodialed marketing SMS or MMS messages unless User expressly agrees in writing
to receive such messages. If User would like to opt out of receiving SMS
messages, User should reply HELP for help or STOP to cancel.

13. 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. 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. 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.

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. Gusto
may also consult and cooperate with law enforcement authorities and
administrative agencies to prosecute Users who violate the law.

15. E-Signatures

Gusto provides an electronic signature service (the “E-Sign Service”) which
allows parties to sign documents electronically. 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.

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. 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. 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.

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.

Gusto makes no representations or warranties regarding the validity or
enforceability of electronic documents or electronic signatures. UNDER
APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT
ENFORCEABLE ON SOME DOCUMENTS. 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. 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. 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. 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. 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. Warranty Disclaimers

User’s use of the Platform, Services, and Content is entirely at User’s own
risk. Gusto is not in the business of providing legal, regulatory, tax,
financial, accounting, employment, or other professional services or advice. Any
information provided by Gusto via the Platform or otherwise is meant for
informational purposes only and should not be interpreted as professional
advice. User should consult a professional that is trained or licensed in the
relevant area if User needs such assistance. 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. In addition, certain Partners have licensed professionals
who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES,
AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY
GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS,
AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE
ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY
INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT
GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. 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. 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.

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.

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.

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. 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. 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.

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. 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. 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. THE EXCLUSIONS AND
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN GUSTO AND USER.

21. 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. Term; Termination; Suspension

The Services and this Agreement will continue until they are terminated by
either party. User may terminate the Services and this Agreement through User’s
Account. Gusto may terminate the Services and this Agreement by giving User at
least thirty (30) days’ prior written notice. 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.
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.

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. 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. 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.

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”). 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. 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. Changes to the Agreement, Platform, or Service

Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto
does so, Gusto shall let User know either by posting the modified Agreement on
the Platform or Site or through other communications. 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. If
User does not agree to be bound by the modified Agreement, then User may not
continue to use the Platform or Services. 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. 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. 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. To initiate an arbitration proceeding, an
arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA,
and a written Demand for Arbitration must be provided to the other party (the
“Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held
in San Francisco, California or any other location that is mutually agreed upon
by User and Gusto. 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”). 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. The arbitrator will follow the law and will give effect to any
applicable statutes of limitation. The prevailing party shall be entitled to an
award of the costs and expenses of the arbitration, including reasonable
attorneys’ fees and expert witness fees. The award rendered by the arbitrator
shall be final and binding upon User and Gusto. A judgment on the award may be
entered and enforced in any court of competent jurisdiction. 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”). 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.

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. 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. 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.

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. 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. Likewise, Gusto cannot guarantee that
any User Content hosted on a third-party server will remain secure.

27. 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. This Agreement may be modified only by a
written amendment signed by the parties or as otherwise provided in Section 23.
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. The
remaining terms will be valid and enforceable. User may not assign this
Agreement, by operation of law or otherwise, without Gusto’s prior written
consent. Any attempt by User to assign or transfer this Agreement, without such
consent, will be null. Gusto may freely assign or transfer this Agreement
without restriction. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the parties and their respective successors and
permitted assigns.

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. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is given. For
notices made by posting to the Platform, the date of such posting will be deemed
the date that notice is given. Gusto’s failure to enforce any right or provision
of this Agreement will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing
and signed by a duly authorized representative of Gusto. Except as expressly set
forth in this Agreement, the exercise by either party of any of its remedies
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

28. Electronic Transmission

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

29. Contact Information

If User has any questions about this Agreement, the Platform, or the Services,
User may contact Gusto at support@gusto.com or (855) 546-1818. Gusto, the
provider of the Services, is located at 525 20th Street San Francisco, CA 94107.
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






PAYROLL SERVICE TERMS (2017)

Version Version 2.0  (Current) Version 1.0

EFFECTIVE FEBRUARY 21, 2024

Download

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TABLE OF CONTENTS

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Please note: These terms will be updated and replaced on March 22, 2024. To view
the updated terms, visit here. If you accept the updated terms in your Gusto
account then the updated terms will take effect for you on the date you click to
accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the updated 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.

These Payroll Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these Payroll Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The Payroll Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the Payroll
Agreement carefully and to save a copy of it for User’s records. 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. In
that event, “User” (as defined in the Gusto Terms) also refers to that business
or individual. 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. 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.

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.

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. 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. 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. 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. 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. 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.

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.

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. 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). Failure to provide the required documents may
adversely impact Gusto’s ability to perform the Payroll Service. 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.

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. 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. 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. User shall then,
prior to submitting User’s first payroll, review the Payroll Information for
completeness and accuracy. 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). 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. 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.

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. Final responsibility for
any audits or assessments rests with User. Gusto will not have any
responsibility for verifying the accuracy of any data User provides via the
Platform or via any other method.

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.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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. Gusto is not responsible for determining whether the bank
accounts of any payors or payees have deposit or withdrawal restrictions.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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.
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. User acknowledges that no state or federal agency monitors or
assumes any responsibility for Gusto’s financial solvency.

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).
Sometimes, this will result in Gusto withdrawing slightly less than what
ultimately is required to be remitted to the applicable taxing authority. 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.
Sometimes, this will result in Gusto withdrawing slightly more than what
ultimately is required to be remitted to the applicable taxing authority. 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.

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. 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. 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. 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. 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. 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. 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. 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.

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.
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. User will reimburse Gusto for any
expenses, losses, fines, penalties, or damages Gusto may incur in effecting or
attempting to effect such a request. 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. 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. 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. 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).

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. 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. 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”). 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. 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. 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. 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. 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.

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. 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.

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. User agrees to reimburse Gusto for any costs or expenses
incurred in attempting to honor such a reversal request. 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. 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.

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. 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. 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.

User expressly acknowledges that Gusto does not intentionally or knowingly
engage in or support International ACH Transactions (“IATs”), as defined in the
NACHA Rules. 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. 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.
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. 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. 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. 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. 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. 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. 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. 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. 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. It is User's
responsibility to submit complete, timely, and accurate information to Gusto in
connection with the Payroll Service. 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. User further agrees to hold Gusto
harmless from such liability. 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. 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.

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. 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. User
may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477
for an enrollment form. State tax authorities generally offer similar means to
verify tax payments. User should contact the appropriate state offices directly
for details.

15. 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. In addition, Gusto will return the Unpaid Funds to User in
accordance with Section 8 of these Payroll Terms. User, not Gusto, is required
to contact payees and/or otherwise resolve the Unpaid Funds. 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. 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. 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. 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. 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.
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”). 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”). 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. 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. 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.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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Please note: These terms will be updated and replaced on March 22, 2024. To view
the updated terms, visit here. If you accept the updated terms in your Gusto
account then the updated terms will take effect for you on the date you click to
accept them. Otherwise, your continued use of our products and services after
March 22, 2024 will constitute your acceptance of the updated 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.

These Payroll Terms are “Service Terms” under the Gusto Terms. Capitalized terms
used but not otherwise defined in these Payroll Terms shall have the meanings
ascribed to such terms in the Gusto Terms. The Payroll Agreement is a legally
binding agreement between User and Gusto. User is encouraged to read the Payroll
Agreement carefully and to save a copy of it for User’s records. 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. In
that event, “User” (as defined in the Gusto Terms) also refers to that business
or individual. 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. 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.

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.

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. 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. 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. 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. 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. 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.

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.

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. 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). Failure to provide the required documents may
adversely impact Gusto’s ability to perform the Payroll Service. 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.

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. 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. 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. User shall then,
prior to submitting User’s first payroll, review the Payroll Information for
completeness and accuracy. 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). 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. 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.

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. Final responsibility for
any audits or assessments rests with User. Gusto will not have any
responsibility for verifying the accuracy of any data User provides via the
Platform or via any other method.

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.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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. Gusto is not responsible for determining whether the bank
accounts of any payors or payees have deposit or withdrawal restrictions.

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. 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. 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. 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.

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. 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. 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. 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. 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. 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.
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. User acknowledges that no state or federal agency monitors or
assumes any responsibility for Gusto’s financial solvency.

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).
Sometimes, this will result in Gusto withdrawing slightly less than what
ultimately is required to be remitted to the applicable taxing authority. 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.
Sometimes, this will result in Gusto withdrawing slightly more than what
ultimately is required to be remitted to the applicable taxing authority. 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.

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. 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. 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. 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. 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. 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. 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. 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.

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.
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. User will reimburse Gusto for any
expenses, losses, fines, penalties, or damages Gusto may incur in effecting or
attempting to effect such a request. 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. 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. 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. 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).

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. 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. 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”). 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. 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. 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. 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. 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.

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. 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.

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. User agrees to reimburse Gusto for any costs or expenses
incurred in attempting to honor such a reversal request. 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. 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.

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. 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. 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.

User expressly acknowledges that Gusto does not intentionally or knowingly
engage in or support International ACH Transactions (“IATs”), as defined in the
NACHA Rules. 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. 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.
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. 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. 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. 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. 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. 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. 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. 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. 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. It is User's
responsibility to submit complete, timely, and accurate information to Gusto in
connection with the Payroll Service. 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. User further agrees to hold Gusto
harmless from such liability. 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. 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.

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. 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. User
may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477
for an enrollment form. State tax authorities generally offer similar means to
verify tax payments. User should contact the appropriate state offices directly
for details.

15. 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. In addition, Gusto will return the Unpaid Funds to User in
accordance with Section 8 of these Payroll Terms. User, not Gusto, is required
to contact payees and/or otherwise resolve the Unpaid Funds. 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. 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. 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. 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. 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.
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”). 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”). 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. 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. 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.






ACCOUNTANT PROGRAM TERMS OF SERVICE (2017)

Version Version 2.0  (Current) Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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TABLE OF CONTENTS

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Please note: The terms below will be updated and replaced on March 22, 2024.
Please review the updated version here. If you accept the updated version in
your Gusto Pro account then those updated terms will take effect for you on the
date you click to accept them. Otherwise, your continued use of our products and
services after March 22, 2024 will constitute your acceptance of the updated
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”). These Terms contain the terms and conditions of the Gusto Accountant
Program (the “Program”).

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”). 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.

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”). 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”). 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”). 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.

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.

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. Partners must Enroll one (1) Partner Client per
calendar year to qualify for an additional twelve months free access. Partners
may enjoy free payroll for up to 150 employees.

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. 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.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

--------------------------------------------------------------------------------

Please note: The terms below will be updated and replaced on March 22, 2024.
Please review the updated version here. If you accept the updated version in
your Gusto Pro account then those updated terms will take effect for you on the
date you click to accept them. Otherwise, your continued use of our products and
services after March 22, 2024 will constitute your acceptance of the updated
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”). These Terms contain the terms and conditions of the Gusto Accountant
Program (the “Program”).

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”). 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.

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”). 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”). 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”). 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.

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.

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. Partners must Enroll one (1) Partner Client per
calendar year to qualify for an additional twelve months free access. Partners
may enjoy free payroll for up to 150 employees.

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. 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.






PARTNER PROGRAM FAQ: TERMS UPDATES

Version Version 2.0  (Current) Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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TABLE OF CONTENTS

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We are making updates to our Accountant Program Terms, the Gusto Terms, and the
Payroll Terms to better support our growing Partner Program and address current
laws and regulations. For more information about the updates, please see below:

Where can I read about the updates?

You can (and should) read the updated terms in their entirety here.

What terms and updates apply to me?

The Accountant Program Terms apply to our accounting firm partners and their
representatives. That includes firm members, firm admins, and anyone else using
or accessing Gusto Pro on behalf of your firm.

The Employer Terms and Payroll Terms apply to you if you are accessing Gusto as
an admin of a small business’s Gusto account. That includes a client’s Gusto
account, or the account your firm uses to run its payroll.

If your firm is using Gusto to run payroll and pay firm employees, you may also
have an employee profile in your firm’s Gusto account. When you use Gusto as an
employee or on an individual basis, the Member Terms will apply to your use of
your employee profile. The Member Terms are also an updated version of the Gusto
Terms.

Other than reading the updated terms, do I need to take any action?

Yes. Gusto Pro users will be prompted to click to accept the terms when you log
into your Gusto Pro accounts.

Who at my firm needs to accept the updated terms?

Every Gusto Pro user will need to click to accept the updated terms.

What about my clients?

Client admins and signatories will see a reminder and link to preview the
Employer Terms and Payroll Terms in their account dashboards. These updates will
automatically apply to any clients who continue to use Gusto after March 22.

How do these updates impact Gusto’s Partner Program?

In most cases, these updates are formalizing our current procedures. However, we
are also communicating some expectations with you for the first time. These
include:

 * Partner billing: We’ve added information on what it means when you or your
   client select to have your client’s invoices billed to your firm, what
   requirements your firm will need to know as you process Gusto invoices for
   your clients, and who’s responsible for unpaid invoices.
 * Communications with clients: We will continue to prioritize direct
   communication with you about your client accounts and your firm’s use of
   Gusto. However, we may reach out to your clients directly if, for example, we
   cannot reach you.
 * Acceptable Use Policy: We’re introducing a new Acceptable Use Policy, which
   provides details for when we may need to take action to suspend or remove the
   client’s Gusto account.
 * Disputes: We’ve updated our dispute resolution provision to exclude some
   claims from arbitration, to add more detail to our informal dispute
   resolution requirements, and to create a process for requesting to opt your
   firm out of arbitration.

There are no impacts to revenue share or incentives. You can review the full
updates here.

I don’t agree with these terms. What should I do?

We are happy to answer questions regarding the updates as best we can. If you do
not accept or agree with the updated terms, you may cancel your Gusto account
before March 22.

My clients are asking me questions about the updated terms. Where can I find
more answers?

Please feel free to reach out to our customer support team through your Gusto
Pro account with any questions that arise.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------

We are making updates to our Accountant Program Terms, the Gusto Terms, and the
Payroll Terms to better support our growing Partner Program and address current
laws and regulations. For more information about the updates, please see below:

Where can I read about the updates?

You can (and should) read the updated terms in their entirety here.

What terms and updates apply to me?

The Accountant Program Terms apply to our accounting firm partners and their
representatives. That includes firm members, firm admins, and anyone else using
or accessing Gusto Pro on behalf of your firm.

The Employer Terms and Payroll Terms apply to you if you are accessing Gusto as
an admin of a small business’s Gusto account. That includes a client’s Gusto
account, or the account your firm uses to run its payroll.

If your firm is using Gusto to run payroll and pay firm employees, you may also
have an employee profile in your firm’s Gusto account. When you use Gusto as an
employee or on an individual basis, the Member Terms will apply to your use of
your employee profile. The Member Terms are also an updated version of the Gusto
Terms.

Other than reading the updated terms, do I need to take any action?

Yes. Gusto Pro users will be prompted to click to accept the terms when you log
into your Gusto Pro accounts.

Who at my firm needs to accept the updated terms?

Every Gusto Pro user will need to click to accept the updated terms.

What about my clients?

Client admins and signatories will see a reminder and link to preview the
Employer Terms and Payroll Terms in their account dashboards. These updates will
automatically apply to any clients who continue to use Gusto after March 22.

How do these updates impact Gusto’s Partner Program?

In most cases, these updates are formalizing our current procedures. However, we
are also communicating some expectations with you for the first time. These
include:

 * Partner billing: We’ve added information on what it means when you or your
   client select to have your client’s invoices billed to your firm, what
   requirements your firm will need to know as you process Gusto invoices for
   your clients, and who’s responsible for unpaid invoices.
 * Communications with clients: We will continue to prioritize direct
   communication with you about your client accounts and your firm’s use of
   Gusto. However, we may reach out to your clients directly if, for example, we
   cannot reach you.
 * Acceptable Use Policy: We’re introducing a new Acceptable Use Policy, which
   provides details for when we may need to take action to suspend or remove the
   client’s Gusto account.
 * Disputes: We’ve updated our dispute resolution provision to exclude some
   claims from arbitration, to add more detail to our informal dispute
   resolution requirements, and to create a process for requesting to opt your
   firm out of arbitration.

There are no impacts to revenue share or incentives. You can review the full
updates here.

I don’t agree with these terms. What should I do?

We are happy to answer questions regarding the updates as best we can. If you do
not accept or agree with the updated terms, you may cancel your Gusto account
before March 22.

My clients are asking me questions about the updated terms. Where can I find
more answers?

Please feel free to reach out to our customer support team through your Gusto
Pro account with any questions that arise.






ARBITRATION OPT-OUT NOTICE

Version Version 4.0  (Current) Version 3.0 Version 2.0 Version 1.0

EFFECTIVE FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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 legal-opt-outs@gusto.com 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. It’s your
responsibility to email the Arbitration Opt-Out Notice by the applicable
deadline.

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. 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.

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. 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. 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.

Signature: _____________________________

Date: _________________________________

Please email this completed form to legal-opt-outs@gusto.com.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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 legal-opt-outs@gusto.com 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. It’s your
responsibility to email the Arbitration Opt-Out Notice by the applicable
deadline.

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. 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.

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. 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. 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.

Signature: _____________________________

Date: _________________________________

Please email this completed form to legal-opt-outs@gusto.com.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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TABLE OF CONTENTS

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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 legal-opt-outs@gusto.com 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. It’s your
responsibility to email the Arbitration Opt-Out Notice by the applicable
deadline.

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. 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.

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. 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. 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.

Signature: _____________________________

Date: _________________________________

Please email this completed form to legal-opt-outs@gusto.com.





EFFECTIVE FEBRUARY 21, 2024  TO  FEBRUARY 21, 2024

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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 legal-opt-outs@gusto.com 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. It’s your
responsibility to email the Arbitration Opt-Out Notice by the applicable
deadline.

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. 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.

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. 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. 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.

Signature: _____________________________

Date: _________________________________

Please email this completed form to legal-opt-outs@gusto.com.






DEVELOPER TERMS OF SERVICE

Version Version 1.2  (Current) Version 1.1 Version 1.0

EFFECTIVE OCTOBER 26, 2023

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TABLE OF CONTENTS

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LAST UPDATED AUGUST 30, 2023

These Developer Terms of Service (“Developer Terms”) are an agreement entered
into by and between Gusto, Inc., and its subsidiaries and affiliates
(collectively, “Gusto”) and you (if an individual) or the entity you represent
(if registering as or on behalf of a business, or if registering in your
capacity as representative of a business) (“Developer” or “you”). These
Developer Terms contain the terms and conditions that govern the access to and
use of Gusto’s application program interface(s) (“Gusto API(s)”), demo API(s),
and related tools, programs, utilities, and documentation (collectively,
“Developer Tools”).

Please review Section 19 of these Developer Terms carefully, as it contains an
arbitration provision and class action waiver which requires the user to resolve
disputes with Gusto through final, binding arbitration on an individual basis.
By entering into the Developer Terms, Developer acknowledges that Developer has
read and understands the terms of the Developer Terms and that Developer agrees
to be bound by the arbitration provision and class action waiver.

By creating an account in the Gusto Developer Portal at dev.gusto.com, accessing
or using the Developer Tools, or by clicking the applicable button to indicate
Developer’s acceptance of these Developer Terms, Developer agrees, effective as
of the date of such action, to be bound by the Developer Terms.

If you are accessing or using the Developer Tools on behalf of Developer as an
employee, officer, agent, or authorized representative of Developer, you
represent and warrant that you are authorized and lawfully able to bind
Developer to these Developer Terms and that Developer agrees to these Developer
Terms.

1. LICENSE TO ACCESS AND USE THE DEVELOPER TOOLS

Subject to Developer’s compliance with these Developer Terms, including any
instructions, restrictions, limitations and conditions for access and use of the
Developer Tools set forth in the Developer Tools or any other documentation or
instructions provided by or made available by Gusto, Gusto grants Developer a
limited, revocable, non-exclusive, non-transferable, royalty free,
non-sublicensable (subject to Section 2 below regarding Third Party Providers)
license to access and use the Developer Tools solely as necessary for developing
an integration between Developer’s application (“Developer Application”) and
Gusto’s cloud-based payroll, benefits, and human resources platform (“Gusto
Platform”) through the Gusto API (“Integration”) for the benefit of users that
(i) are both a current user or customer of the Gusto Platform (“Gusto User”) and
a current user or customer of the Developer Application (“Developer User”); (ii)
have linked such user’s Gusto account with such user’s Developer Application
account; and (iii) have authorized Developer to obtain information from Gusto
relating to such user and to provide information to Gusto relating to such user
(“Joint User”). Gusto retains the right to limit, modify, or otherwise restrict
Developer’s access to certain components or elements of the Developer Tools
without notice or liability to Developer if Gusto determines, in its sole
discretion, that such access is not necessary to support Developer’s
Application.

Gusto reserves the right to modify, update or discontinue the Developer Tools or
versions thereof, with or without notice, and Gusto shall not be liable for any
such modification, update or discontinuance. In the event Gusto modifies or
updates the Developer Tools, Gusto may require Developer to use the most current
version of the Developer Tools at Developer’s sole expense.

2. THIRD PARTY PROVIDERS

Developer may allow unaffiliated third party service providers (“Third Party
Providers”) to access and use the Developer Tools on Developer’s behalf, solely
as necessary to provide Developer with development, implementation, and related
services for the Integration, provided that Developer shall: (i) ensure that
such Third-Party Provider complies with the terms and conditions of these
Developer Terms; and (ii) be liable for any breach of these Developer Terms by
such Third Party Provider.

3. DEVELOPER CREDENTIALS AND ACCOUNT INFORMATION

If Gusto allows Developer to create a user name and/or password (“Account
Information”) for access to or use of the Developer Tools, Developer shall hold
such Account Information in confidence and not share or transfer such Account
Information without Gusto’s prior written consent. Developer shall not
misrepresent or mask its identity, or the identity of any Third Party Providers,
when accessing or using the Developer Tools.

If Gusto issues any tokens or electronic keys (“Credentials”) to Developer for
access to or use of the Developer Tools, Developer shall hold such Credentials
in confidence and not share or transfer such Credentials to any third party
without Gusto’s prior written consent.

Gusto reserves the right, from time to time, to update Credentials by issuing
new Credentials and removing access to Developer Tools for previously-issued
Credentials. If Gusto provides Developer with new Credentials, Developer shall
commence using the new Credentials immediately upon receipt of such Credentials
and shall promptly (i) update and replace any Account Information and (ii)
promptly deletethe prior Credentials and any copies thereof.

Developer shall be solely responsible for protecting the confidentiality of
Credentials and Account Information, and Developer is solely responsible for all
activities or actions taken under Developer’s Account Information and
Credentials. In the event that Developer becomes aware of any unauthorized
access to or use of the Developer Tools, Developer shall promptly give written
notice to Gusto of such unauthorized access or use and make all reasonable
efforts to eliminate such unauthorized access or use. Developer shall at all
times implement and maintain appropriate security policies and procedures and
access control methodologies that are at least consistent with prevailing
industry standards, but in no case less than reasonable care, to safeguard
access to and use of the Developer Tools.

4. PRIVACY POLICY

When Developer or Developer’s employees, representatives, or agents access the
Developer Tools, Gusto will collect and store certain information about such
individuals. Please refer to Gusto’s Privacy Policy for information on how Gusto
collects, uses, and discloses such information from Developers.

5. DATA PRIVACY & COMPLIANCE WITH LAWS

Developer, Developer’s use of the Developer Tools, Developer’s Application, and
the Integration must fully comply with these Developer Terms and all applicable
laws, rules, and regulations.

Developer shall be solely responsible for any data, content, and other materials
Developer and Developer Users submit, upload, transmit or otherwise make
available through the Developer Tools (“Developer User Data”). Developer,
Developer User Data, Developer’s Application, and the Integration must fully
comply with these Developer Terms and all applicable laws, rules, and
regulations.

Developer will ensure that Developer User Data and Joint User Data (as defined
below) (collectively, “User Data”) are collected, processed, transmitted,
maintained, and used in compliance with Developer’s privacy policy. Developer’s
privacy policy must be made available to Users and clearly and accurately
describe what information Developer collects and how Developer uses and shares
that information. Developer must also notify Developer Users, Gusto Users, and
Joint Users (collectively, “Users”) that Developer is responsible for the
privacy, security, and integrity of User Data collected or accessed by
Developer. Developer shall only access, store, transfer, and process User Data
in accordance with Users’ instructions, and shall only use and disclose User
Data as authorized by the User. Developer shall not submit, upload, transmit or
otherwise make available through the Developer Tools any data, content or other
materials not owned by Developer or for which Developer does not have all
necessary authorizations (including, without limitation, any necessary consents
or authorizations from the applicable Joint User or data subject) to submit,
upload, transmit or otherwise make available through the Developer Tools.

6. REQUIRED SECURITY CONTROLS AND REVIEWS

Developer’s security controls must conform to any reasonable security standards
imposed by Gusto. Developer must pass (as determined by Gusto in Gusto’s sole
discretion) any reasonable security reviews conducted by Gusto or an authorized
third party(ies) selected by Gusto in order to access or use the Gusto API. For
any such security review, Gusto may request security information and
documentation about Developer, including but not limited to, Developer’s
penetration test results, penetration test summaries, and/or SOC reports
(collectively, “Security Information”), and Developer agrees to (i) reasonably
and promptly cooperate with such requests and reviews, (ii) provide full,
complete, and accurate information, (iii) authorizes Gusto to share the Security
Information with Gusto’s authorized third party security reviewer (as
applicable). Developer understands and agrees that Gusto may rely on Developer’s
representations and Security Information provided by Developer during the
security review process and Developer will indemnify Gusto against any costs,
damages or liability arising from such reliance.

Developer’s continued access to the Gusto API is contingent upon Developer
completing and passing annual security reviews Gusto may require that Developer
undergo additional security reviews if Developer updates or changes the
Integration. From time to time Gusto may recommend or request that Developer
undertake certain measures to improve Developer’s security controls, and/or to
remediate security vulnerabilities in the Integration. Developer agrees to
implement or perform such requested remediationsat Developer’s sole expense, and
Developer will be solely responsible and liable for any failure to do so and any
results arising therefrom.

Developer shall at all times implement and maintain appropriate security
policies and procedures and access control methodologies (including
administrative, technical and physical safeguards) that are consistent with
prevailing industry standards, but in no case less than reasonable care, to: (i)
safeguard Developer User Data and Gusto User Data within its custody or control
(“Custodial Data”) against unauthorized processing; and (ii) comply with all
data privacy and data security laws and regulations applicable to its processing
of Custodial Data. Developer shall promptly provide Gusto written notice if
Developer becomes aware of any security incident that adversely impacts the
security of the Integration or of joint user personal data in Developer’s
custody or control (“Security Incident”). . Developer shall be solely
responsible for remediating the Security Incident. Notwithstanding the
foregoing, Gusto has the right to participate in the investigation and response
to any Security Incident suffered by Developer, and Developer will fully
cooperate with Gusto, including carrying out remedial actions at Gusto’s
direction and at Developer’s cost. Developer shall reimburse Gusto for any costs
Gusto incurs as a result of any such Security Incident.

7. INTEGRATION REVIEW

Gusto may require that any new Integrations and modified Integrations be
submitted to Gusto for review and approval prior to Gusto providing Developer
with production access to the Gusto API for the Integration and/or prior to the
Integration being made available to Users via the Gusto Platform. By submitting
the Integration to Gusto for review, Developer grants Gusto the right to test
and evaluate the Integration’s compliance with the terms of these Developer
Terms and any other criteria set by Gusto in its sole discretion. Developer
shall cooperate with Gusto in Gusto’s testing and evaluation review, including
but not limited to, answering Gusto’s questions and providing any information or
materials reasonably requested by Gusto. Developer understands that Gusto may,
in its sole discretion, reject Developer’s Integration for any reason and that
Gusto shall have no liability for any costs, expenses, and/or damages, arising
out of or resulting from Gusto’s review and approval or rejection of Developer’s
Integration.

8. PROPRIETARY RIGHTS

Gusto and Developer do not anticipate jointly developing any intellectual
property under these Developer Terms.

GUSTO’S INTELLECTUAL PROPERTY RIGHTS.

Developer acknowledges and agrees that, as between Gusto and Developer, Gusto
owns all rights, title and interest, including all intellectual property rights,
in and to the Developer Tools and Gusto User Data. Developer shall not remove,
obscure, or modify in any way any copyright or trademark notices or other
notices or disclaimers that appear within the Developer Tools.

Any suggestions, comments, ideas, improvements or other feedback relating to the
Gusto Materials (collectively, “Feedback”) from Developer to Gusto is given
voluntarily, and Gusto will be free to use, disclose, reproduce, license, or
otherwise distribute and exploit such Feedback as it sees fit, entirely without
obligation or restriction of any kind and without compensating or crediting
Developer.

DEVELOPER’S INTELLECTUAL PROPERTY RIGHTS.

Gusto acknowledges and agrees that, as between Developer and Gusto, Developer
owns all rights, title and interest (including all intellectual property rights)
in and to the Developer Application and Developer User Data.

9. INTEGRATION SUPPORT

Developer is solely responsible for any user-facing support of the Integration.

10. GUSTO’S RIGHTS TO MONITOR THE DEVELOPER TOOLS

Developer acknowledges and agrees that Gusto may monitor Developer’s use of the
Developer Tools (i) to assess compliance with these Developer Terms and the
quality of operations of the Developer Tools and (ii) to make improvements to
the Developer Tools.

11. NO WARRANTIES; MAINTENANCE AND SUPPORT OF DEVELOPER TOOLS

Gusto makes no representations or warranties about the uptime, availability, or
permissibility of the Developer Tools. From time to time, Developer may have
limited or no access to the Developer Tools due to scheduled or emergency
maintenance of the Developer Tools. Gusto shall make commercially reasonable
efforts to provide notice of such maintenance to Developer, provided that Gusto
shall have no liability to Developer arising from any such maintenance,
including any failure or delay of Gusto in providing notice to Developer of such
maintenance.

Except as may be agreed to in writing by Gusto or as Gusto may, in its sole
discretion, provide, but shall have no obligation to provide, support or
maintenance for the Developer Tools.

12. GENERAL PROHIBITIONS

Developer shall not itself, nor permit any other party to:

 * Reproduce, distribute, modify, translate, adapt, or create derivative works
   based upon Developer Tools;

 * Reverse engineer, decode, decompile, disassemble, or otherwise attempt to
   access or derive any source code or architecture framework of Developer
   Tools;

 * Access or use the Developer Tools for purposes of benchmarking or developing,
   marketing, selling, or distributing any product or service that competes with
   the Developer Tools;

 * Make calls through the Developer Tools that exceed limits established by
   Gusto on the number and frequency of such calls, or take any action that
   imposes an unreasonable or disproportionately heavy load on the API or the
   Gusto Platform or that negatively affects the ability of others to access or
   use the API or Gusto Platform;

 * Rent, lease, lend, sell, or sublicense the Developer Tools or otherwise
   provide access to the Developer Tools as part of a service bureau or similar
   fee-for-service purpose;

 * Bypass any security safeguards or exploit any security vulnerabilities within
   the API or Gusto Platform;

 * Intentionally submit queries through the Gusto API for Gusto’s production
   (non-demo) environment that fail to contain all required parameters;

 * Take any action that subject the Developer Tools to any third party terms,
   including but not limited to, open source software license terms;

 * Introduce any virus, worm, Trojan horse, malware, or other malicious code
   through the Gusto API or to the Gusto Platform;

 * Access the Gusto Platform for the purpose of “crawling” or “scraping” content
   or information without Gusto’s express prior written consent;

 * Misrepresent the source or ownership of material;

 * Remove, obscure, or alter any copyright, trademark, or other proprietary
   rights notices;

 * Falsify or delete any author attributions, legal notice, or other labels of
   the origin or source of material; or

 * Access or use the Developer Tools in any way that does not comply in all
   material respects with the terms and conditions of these Developer Terms and
   all applicable laws and regulations.

12. TRADEMARKS, BRANDING, AND PUBLICITY

TRADEMARKS AND BRANDING

All images, trademarks, service marks, product names, company names or logos
(“Marks”) of each party remain the property of the respective party. Except as
may be expressly permitted under this Section 11, any use of such materials,
including the reproduction, modification, distribution or republication of the
same, without the prior written permission of the applicable owner, is strictly
prohibited. All use of Gusto’s Marks, including any associated goodwill, will
inure to the benefit of Gusto.

PROMOTIONAL AND MARKETING USE

Developer agrees to display any attribution(s) required by Gusto as set forth in
the documentation for the Developer Tools. During the term of these Developer
Terms, Gusto grants to Developer a limited, revocable, non-transferable,
non-sublicensable, non-exclusive license to display Gusto’s Marks for the
purpose of promoting the Integration on Developer’s website in a restricted area
or behind a log-in or password. Developer shall only use the Gusto Marks in
accordance with these Developer Terms. In using Gusto’s Marks, Developer must
follow Gusto’s brand guidelines as may be updated from time to time.

During the term of these Developer Terms, Developer grants to Gusto a limited,
revocable, non-transferable, non-sublicensable, non-exclusive license to display
Developer’s Marks for the purpose of promoting the Integration.

PUBLICITY

Developer shall not make any public announcements (including any written or oral
announcements, advertisements, promotions, website notices or press releases)
about the Developer Tools or the Integration without Gusto’s prior written
consent.

13. CONFIDENTIALITY

“Confidential Information” means any information that a party discloses to the
other party that the party identifies in good faith as confidential or
proprietary or, given the nature of the information or the circumstances
surrounding its disclosure, should reasonably be understood to be confidential
or proprietary. The receiving party shall maintain Confidential Information in
strict confidence, using the same degree of care that it uses to protect the
confidentiality of its own confidential information of like nature but in no
case, less than reasonable care. The receiving party shall not: (i) use or
disclosure Confidential Information other than as necessary to exercise its
rights and fulfill its obligations under these Developer Terms; or (ii) modify,
adapt, reverse engineer, decode, decompile, or disassemble Confidential
Information or create any derivative work based upon the Confidential
Information.

The receiving party shall restrict access to and use of Confidential Information
to its directors, officers, employees, contractors, agents and legal and
financial advisers who: (i) have a legitimate need to know Confidential
Information; (ii) are informed of the confidential nature of Confidential
Information; and (iii) have obligations with respect to Confidential Information
that are consistent with, and at least as restrictive as, those imposed by these
Developer Terms. Notwithstanding the foregoing, Gusto may disclose Confidential
Information consisting of Security Information to Gusto’s designated third party
security review vendor for the purposes of completing any security reviews of
Developer or the Integration, as further described in Section 5 herein.

The duties of confidentiality imposed by this Section 12. do not apply to
information that: (i) is known or becomes known to the public in general, other
than as a result of a breach of these Developer Terms or any other
confidentiality agreement; (ii) was known by or in the lawful possession of
receiving party prior to receipt from disclosing party; (iii) is or has been
independently developed or conceived by receiving party without use of or
reference to Confidential Information; or (iv) is or has been provided or made
known to receiving party by a third party without a breach of any obligation of
confidentiality to disclosing party. The receiving party may disclose
Confidential Information as required to comply with the order of a governmental
entity that has jurisdiction over Receiving Party or as otherwise required by
law, provided that receiving party: (i) notifies disclosing party in writing of
such required disclosure in advance, to the extent permitted by law, to provide
disclosing party with an opportunity to seek a protective order; and (ii) takes
reasonable steps to minimize the extent of any such required disclosure.

14. WARRANTY DISCLAIMERS

THE DEVELOPER TOOLS AND ALL OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL
FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. GUSTO MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE
DEVELOPER TERMS OR ANY OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE DEVELOPER
TERMS WILL MEET THE REQUIREMENTS OF DEVELOPER, DEVELOPER USERS, OR ANY OF END
USERS; (ii) ACCESS TO AND USE OF THE DEVELOPER TOOLS WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY
BE OBTAINED FROM ACCESS TO OR USE OF THE DEVELOPER TOOLS WILL BE ACCURATE,
RELIABLE, CURRENT OR COMPLETE.

15. INDEMNITY

Developer shall indemnify, defend and hold Gusto and its officers, directors,
employees, and agents (“the Indemnified Parties”) harmless against any and all
claims, costs, losses, damages, and expenses (including without limitation
reasonable attorneys’ fees) to the extent they arise from: (i) access to or use
of the Developer Tools in any manner by Developer that does not comply in all
material respects with the terms and conditions of these Developer Terms; (ii)
access to or use of the Developer Tools by Developer in combination with any
hardware or software not provided or approved by Gusto; (iii) modifications to
the Developer Tools made by or on behalf of Developer that are not made or
authorized by Gusto; or (iv) the Developer Application or any data, content, or
other materials Developer and its users submit, upload, transmit, or otherwise
make available through the API; (v) Developer’s breach of Section 5 (Data
Privacy and Security) or Section 12 (Confidential Information) or violation of
any applicable law or regulation; (vi) a Security Incident suffered by
Developer; or (vii) Developer’s gross negligence, fraud or willful misconduct.

16. LIMITATION OF LIABILITY

IN NO EVENT WILL GUSTO BE LIABLE UNDER THESE DEVELOPER TERMS, WHETHER BASED UPON
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES
ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS
OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE DEVELOPER
TOOLS OR ANY OTHER TOOLS OR DOCUMENTATION PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF SUCH TOOLS OR
THEIR DELIVERY VIA THE INTERNET, EVEN IF GUSTO HAD ACTUAL OR CONSTRUCTIVE
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE.

IN NO EVENT WILL GUSTO BE LIABLE FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES
OF THE DEVELOPER TOOLS; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM
USER’S OR THIRD PARTY PROVIDER’S ACCESS TO OR USE OF THE DEVELOPER’S TOOLS;
(III) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM ANY UNAUTHORIZED ACCESS OR USE
OF THE DEVELOPER TOOLS; AND/OR (IV) ANY LOSS OR DAMAGE TO USER DATA RESULTING
FROM THE ACCESS TO OR USE OF DEVELOPER TOOLS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO’S TOTAL LIABILITY IS
LIMITED TO THE GREATER OF (I) THE AMOUNT OF ANY FEES PAID BY USER TO GUSTO IN
CONNECTION WITH USER’S ACCESS TO AND USE OF THE DEVELOPER TERMS DURING THE SIX
(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR
LIABILITY OR (II) $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS
BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN
IF GUSTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

17. TERM, TERMINATION, AND SUSPENSION

The term for these Developer Terms will commence upon Developer’s acceptance of
these Developer Terms and continue until either party gives written notice of
termination effective thirty (30) days after such notice.

Gusto may terminate these Developer Terms in the event of (i) Developer’s
material breach of these Developer Terms if Developer does not cure the breach
within five (5) days after receipt of written notice of such breach from Gusto;
or (ii) Developer becomes insolvent or bankrupt; becomes the subject of any
proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver
or manager appointed; makes an assignment for the benefit of creditors; or takes
the benefit of any applicable law or statute in force for the winding up or
liquidation of such party’s business.

Notwithstanding the expiration or termination of these Developer Terms for any
reason, neither party will be relieved of any duty, obligation, debt or
liability that arose or accrued prior to the effective date of such expiration
or termination. Upon expiration or termination of these Developer Terms for any
reason: (i) Developer shall immediately cease all access to and use of the
Developer Tools; and (ii) each party shall immediately cease all use of the
other party’s Confidential Information and return or destroy all copies of such
Confidential Information that are within its custody or control. Sections 3, 5,
6, 10, and 12 – 23 and any sections of these Developer Terms which by their
nature should survive, will survive and remain in effect even if these Developer
Terms expire or terminate.

Gusto reserves the right to suspend Developer’s access to and use of the
Developer Tools immediately without notice or liability upon the occurrence of a
Security Incident, security issue or breach of Section 10 herein. In the event
of suspension, Gusto shall make commercially reasonable efforts to limit
suspension to the minimum extent and duration necessary to eliminate the
Security Incident. Gusto shall make commercially reasonable efforts to provide
notice of such suspension to Developer, provided that Gusto will have no
liability to Developer arising from any such suspension, including any failure
or delay of Gusto in providing notice to Developer of such suspension.

18. CHANGES TO THE DEVELOPER TERMS

Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion.
If Gusto does so, Gusto shall post the modified Developer Terms on its website.
It is important that Developer reviews and accepts any modified Developer Terms
because Developer can continue to use the Developer Tools only if Developer
accepts the modified Developer Terms, indicating to Gusto that Developer agrees
to be bound by the modified Developer Terms. If Developer does not agree to be
bound by the modified Developer Terms, then Developer may not continue to use
the Developer Tools. Because the Developer Terms may evolve over time, Gusto may
change or discontinue all or any part of the Developer Terms at any time and
without notice, at Gusto’s sole discretion.

19. GOVERNING LAW

These Developer Terms shall be interpreted and construed in accordance with the
laws of the State of California, without regard to the conflicts of laws
principles thereof.

20. ARBITRATION

Notwithstanding any other provision in these Developer Terms, and except as
otherwise set forth in this section, if either Developer or Gusto has any
dispute, controversy, or claim, whether founded in contract, tort, statutory, or
common law, concerning, arising out of, or relating to these Developer Terms,
the Developer Tools, including any claim regarding the applicability,
interpretation, scope, or validity of this arbitration clause and/or these
Developer Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved
directly between Developer and Gusto, then such Legal Claim will be settled by
individual (not class or class-wide), confidential, binding arbitration
administered by the American Arbitration Association (“AAA”) in accordance with
the then-current Commercial Arbitration Rules and Mediation Procedures of the
AAA (the “AAA Rules”), including any expedited procedures. To initiate an
arbitration proceeding, an arbitration claim must be submitted by the claimant
(the “Claimant”) to the AAA, and a written Demand for Arbitration must be
provided to the other party (the “Opposing Party”), pursuant to the AAA Rules.
Arbitration hearings will be held in San Francisco, California or any other
location that is mutually agreed upon by Developer and Gusto. A single
arbitrator will be mutually selected by Gusto and Developer and shall be (i) a
practicing attorney licensed to practice law in California or a retired judge;
and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute
arbitrators who have a background in payroll, health insurance, human resources,
and/or online commerce law (or if there are no such arbitrators, then from the
arbitrators on the AAA’s roster of commercial dispute arbitrators)
(collectively, the “Arbitrator Requirements”). If Gusto and Developer cannot
mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s
receipt of the Demand for Arbitration from the Claimant, then the AAA shall
appoint a single arbitrator that satisfies the Arbitrator Requirements. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Developer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Developer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. Either Gusto or Developer may bring a
lawsuit solely for injunctive relief to stop unauthorized use or abuse of the
Developer Tools or intellectual property infringement without first engaging in
the above arbitration process. If found that the agreement to arbitrate does not
apply to Developer or Developer’s Legal Claim, then Developer agrees to the
exclusive jurisdiction of the state and federal courts of San Francisco County,
California to resolve the Legal Claim.

Developer and Gusto agree and acknowledge that these Developer Terms evidence a
transaction involving interstate commerce and that the Federal Arbitration Act
(Title 9 of the United States Code) shall govern the interpretation,
enforcement, and proceedings pursuant to the arbitration clause in these
Developer Terms. DEVELOPER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT
DEVELOPER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY
AS TO DISPUTES HEREUNDER AND THAT DEVELOPER IS WAIVING ITS RIGHT TO PARTICIPATE
IN ANY CLASS ACTION PROCEEDING ARISING FROM THESE DEVELOPER TERMS.

21. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or
omissions of third-party technology providers, riots, fires, earthquakes,
floods, power outages, strikes, weather conditions, acts of hackers, acts of
internet service providers, acts of any other third party, or acts or omissions
of Developer.

22. GENERAL

These Developer Terms constitute the entire agreement between Gusto and
Developer regarding the Developer Tools and replace all prior understandings,
communications, and agreements, oral or written, regarding this subject matter.
These Developer Terms may be modified only by a written amendment signed by the
parties or as otherwise provided in Section 18. If any part of this Developer
Terms is deemed to be unenforceable or invalid, that section will be removed
without affecting the remainder of the Developer Terms. The remaining terms will
be valid and enforceable. Developer may not assign these Developer Terms, by
operation of law or otherwise, without Gusto’s prior written consent. Any
attempt by Developer to assign or transfer these Developer Terms, without such
consent, will be null. Gusto may freely assign or transfer these Developer Terms
without restriction. The provisions of these Developer Terms shall inure to the
benefit of, and be binding upon, the parties and their respective successors and
permitted assigns.

Any notices or other communications provided by Gusto under these Developer
Terms, including those regarding modifications to these Developer Terms, will be
given: (i) via email; or (ii) by posting to the Gusto website. For notices made
by e-mail, the date of receipt will be deemed the date on which such notice is
given. For notices made by posting to the Gusto website, the date of such
posting will be deemed the date that notice is given. Gusto’s failure to enforce
any right or provision of these Developer Terms will not be considered a waiver
of such right or provision. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Gusto. Except as expressly set forth in these Developer Terms, the exercise by
either party of any of its remedies under these Developer Terms will be without
prejudice to its other remedies under these Developer Terms or otherwise.

23. ELECTRONIC TRANSMISSION

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

24. NOTICE

Except as otherwise set forth in these Developer Terms, all notices, demands and
other communications to be given or delivered under or by reason of the
provisions of these Developer Terms will be in writing and sent to the parties
according to the contact information provided below. Developer is responsible
for timely updating the email address affiliated with the Developer Account:

To Developer: At the email address associated with the Developer Account on file
with Gusto.

To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with
copy to legal@gusto.com.

EFFECTIVE SEPTEMBER 12, 2023  TO  OCTOBER 26, 2023

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TABLE OF CONTENTS

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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”). These
Developer Terms contain the terms and conditions that govern the access to and
use of Gusto’s application program interface(s) (“Gusto API(s)”), demo API(s),
and related tools, programs, utilities, and documentation (collectively,
“Developer Tools”).

Please review Section 19 of these Developer Terms carefully, as it contains an
arbitration provision and class action waiver which requires the user to resolve
disputes with Gusto through final, binding arbitration on an individual basis.
By entering into the Developer Terms, Developer acknowledges that Developer has
read and understands the terms of the Developer Terms and that Developer agrees
to be bound by the arbitration provision and class action waiver.

By creating an account in the Gusto Developer Portal at 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.

If you are accessing or using the Developer Tools on behalf of Developer as an
employee, officer, agent, or authorized representative of Developer, you
represent and warrant that you are authorized and lawfully able to bind
Developer to these Developer Terms and that Developer agrees to these Developer
Terms.


1. LICENSE TO ACCESS AND USE THE DEVELOPER TOOLS

Subject to Developer’s compliance with these Developer Terms, including any
instructions, restrictions, limitations and conditions for access and use of the
Developer Tools set forth in the Developer Tools or any other documentation or
instructions provided by or made available by Gusto, Gusto grants Developer a
limited, revocable, non-exclusive, non-transferable, royalty free,
non-sublicensable (subject to Section 2 below regarding Third Party Providers)
license to access and use the Developer Tools solely as necessary for developing
an integration between Developer’s application (“Developer Application”) and
Gusto’s cloud-based payroll, benefits, and human resources platform (“Gusto
Platform”) through the Gusto API (“Integration”) for the benefit of users that
(i) are both a current user or customer of the Gusto Platform (“Gusto User”) and
a current user or customer of the Developer Application (“Developer User”); (ii)
have linked such user’s Gusto account with such user’s Developer Application
account; and (iii) have authorized Developer to obtain information from Gusto
relating to such user and to provide information to Gusto relating to such user
(“Joint User”). Gusto retains the right to limit, modify, or otherwise restrict
Developer’s access to certain components or elements of the Developer Tools
without notice or liability to Developer if Gusto determines, in its sole
discretion, that such access is not necessary to support Developer’s
Application.

Gusto reserves the right to modify, update or discontinue the Developer Tools or
versions thereof, with or without notice, and Gusto shall not be liable for any
such modification, update or discontinuance. In the event Gusto modifies or
updates the Developer Tools, Gusto may require Developer to use the most current
version of the Developer Tools at Developer’s sole expense.


2. THIRD PARTY PROVIDERS

Developer may allow unaffiliated third party service providers (“Third Party
Providers”) to access and use the Developer Tools on Developer’s behalf, solely
as necessary to provide Developer with development, implementation, and related
services for the Integration, provided that Developer shall: (i) ensure that
such Third-Party Provider complies with the terms and conditions of these
Developer Terms; and (ii) be liable for any breach of these Developer Terms by
such Third Party Provider.


3. DEVELOPER CREDENTIALS AND ACCOUNT INFORMATION

If Gusto allows Developer to create a user name and/or password (“Account
Information”) for access to or use of the Developer Tools, Developer shall hold
such Account Information in confidence and not share or transfer such Account
Information without Gusto’s prior written consent. Developer shall not
misrepresent or mask its identity, or the identity of any Third Party Providers,
when accessing or using the Developer Tools.

If Gusto issues any tokens or electronic keys (“Credentials”) to Developer for
access to or use of the Developer Tools, Developer shall hold such Credentials
in confidence and not share or transfer such Credentials to any third party
without Gusto’s prior written consent.

Gusto reserves the right, from time to time, to update Credentials by issuing
new Credentials and removing access to Developer Tools for previously-issued
Credentials. If Gusto provides Developer with new Credentials, Developer shall
commence using the new Credentials immediately upon receipt of such Credentials
and shall promptly (i) update and replace any Account Information and (ii)
promptly deletethe prior Credentials and any copies thereof.

Developer shall be solely responsible for protecting the confidentiality of
Credentials and Account Information, and Developer is solely responsible for all
activities or actions taken under Developer’s Account Information and
Credentials. In the event that Developer becomes aware of any unauthorized
access to or use of the Developer Tools, Developer shall promptly give written
notice to Gusto of such unauthorized access or use and make all reasonable
efforts to eliminate such unauthorized access or use. Developer shall at all
times implement and maintain appropriate security policies and procedures and
access control methodologies that are at least consistent with prevailing
industry standards, but in no case less than reasonable care, to safeguard
access to and use of the Developer Tools.


4. PRIVACY POLICY

When Developer or Developer’s employees, representatives, or agents access the
Developer Tools, Gusto will collect and store certain information about such
individuals. Please refer to Gusto’s Privacy Policy for information on how Gusto
collects, uses, and discloses such information from Developers.


5. DATA PRIVACY & COMPLIANCE WITH LAWS

Developer, Developer’s use of the Developer Tools, Developer’s Application, and
the Integration must fully comply with these Developer Terms and all applicable
laws, rules, and regulations.

Developer shall be solely responsible for any data, content, and other materials
Developer and Developer Users submit, upload, transmit or otherwise make
available through the Developer Tools (“Developer User Data”). Developer,
Developer User Data, Developer’s Application, and the Integration must fully
comply with these Developer Terms and all applicable laws, rules, and
regulations.Developer will ensure that Developer User Data and Joint User Data
(as defined below) (collectively, “User Data”) are collected, processed,
transmitted, maintained, and used in compliance with Developer’s privacy policy.
Developer’s privacy policy must be made available to Users and clearly and
accurately describe what information Developer collects and how Developer uses
and shares that information. Developer must also notify Developer Users, Gusto
Users, and Joint Users (collectively, “Users”) that Developer is responsible for
the privacy, security, and integrity of User Data collected or accessed by
Developer. Developer shall only access, store, transfer, and process User Data
in accordance with Users’ instructions, and shall only use and disclose User
Data as authorized by the User. Developer shall not submit, upload, transmit or
otherwise make available through the Developer Tools any data, content or other
materials not owned by Developer or for which Developer does not have all
necessary authorizations (including, without limitation, any necessary consents
or authorizations from the applicable Joint User or data subject) to submit,
upload, transmit or otherwise make available through the Developer Tools.


6. REQUIRED SECURITY CONTROLS AND REVIEWS

Developer’s security controls must conform to any reasonable security standards
imposed by Gusto. Developer must pass (as determined by Gusto in Gusto’s sole
discretion) any reasonable security reviews conducted by Gusto or an authorized
third party(ies) selected by Gusto in order to access or use the Gusto API. For
any such security review, Gusto may request security information and
documentation about Developer, including but not limited to, Developer’s
penetration test results, penetration test summaries, and/or SOC reports
(collectively, “Security Information”), and Developer agrees to (i) reasonably
and promptly cooperate with such requests and reviews, (ii) provide full,
complete, and accurate information, (iii) authorizes Gusto to share the Security
Information with Gusto’s authorized third party security reviewer (as
applicable). Developer understands and agrees that Gusto may rely on Developer’s
representations and Security Information provided by Developer during the
security review process and Developer will indemnify Gusto against any costs,
damages or liability arising from such reliance.

Developer’s continued access to the Gusto API is contingent upon Developer
completing and passing annual security reviews Gusto may require that Developer
undergo additional security reviews if Developer updates or changes the
Integration. From time to time Gusto may recommend or request that Developer
undertake certain measures to improve Developer’s security controls, and/or to
remediate security vulnerabilities in the Integration. Developer agrees to
implement or perform such requested remediationsat Developer’s sole expense, and
Developer will be solely responsible and liable for any failure to do so and any
results arising therefrom.

Developer shall at all times implement and maintain appropriate security
policies and procedures and access control methodologies (including
administrative, technical and physical safeguards) that are consistent with
prevailing industry standards, but in no case less than reasonable care, to: (i)
safeguard Developer User Data and Gusto User Data within its custody or control
(“Custodial Data”) against unauthorized processing; and (ii) comply with all
data privacy and data security laws and regulations applicable to its processing
of Custodial Data. Developer shall promptly provide Gusto written notice if
Developer becomes aware of any security incident that adversely impacts the
security of the Integration or of joint user personal data in Developer’s
custody or control (“Security Incident”). . Developer shall be solely
responsible for remediating the Security Incident. Notwithstanding the
foregoing, Gusto has the right to participate in the investigation and response
to any Security Incident suffered by Developer, and Developer will fully
cooperate with Gusto, including carrying out remedial actions at Gusto’s
direction and at Developer’s cost. Developer shall reimburse Gusto for any costs
Gusto incurs as a result of any such Security Incident.


7. INTEGRATION REVIEW

Gusto may require that any new Integrations and modified Integrations be
submitted to Gusto for review and approval prior to Gusto providing Developer
with production access to the Gusto API for the Integration and/or prior to the
Integration being made available to Users via the Gusto Platform. By submitting
the Integration to Gusto for review, Developer grants Gusto the right to test
and evaluate the Integration’s compliance with the terms of these Developer
Terms and any other criteria set by Gusto in its sole discretion. Developer
shall cooperate with Gusto in Gusto’s testing and evaluation review, including
but not limited to, answering Gusto’s questions and providing any information or
materials reasonably requested by Gusto. Developer understands that Gusto may,
in its sole discretion, reject Developer’s Integration for any reason and that
Gusto shall have no liability for any costs, expenses, and/or damages, arising
out of or resulting from Gusto’s review and approval or rejection of Developer’s
Integration.


8. PROPRIETARY RIGHTS

Gusto and Developer do not anticipate jointly developing any intellectual
property under these Developer Terms.

GUSTO’S INTELLECTUAL PROPERTY RIGHTS.

Developer acknowledges and agrees that, as between Gusto and Developer, Gusto
owns all rights, title and interest, including all intellectual property rights,
in and to the Developer Tools and Gusto User Data. Developer shall not remove,
obscure, or modify in any way any copyright or trademark notices or other
notices or disclaimers that appear within the Developer Tools.

Any suggestions, comments, ideas, improvements or other feedback relating to the
Gusto Materials (collectively, “Feedback”) from Developer to Gusto is given
voluntarily, and Gusto will be free to use, disclose, reproduce, license, or
otherwise distribute and exploit such Feedback as it sees fit, entirely without
obligation or restriction of any kind and without compensating or crediting
Developer.

DEVELOPER’S INTELLECTUAL PROPERTY RIGHTS.

Gusto acknowledges and agrees that, as between Developer and Gusto, Developer
owns all rights, title and interest (including all intellectual property rights)
in and to the Developer Application and Developer User Data.


9. INTEGRATION SUPPORT

Developer is solely responsible for any user-facing support of the Integration.


10. GUSTO’S RIGHTS TO MONITOR THE DEVELOPER TOOLS

Developer acknowledges and agrees that Gusto may monitor Developer’s use of the
Developer Tools (i) to assess compliance with these Developer Terms and the
quality of operations of the Developer Tools and (ii) to make improvements to
the Developer Tools.

11. No Warranties; Maintenance and Support of Developer Tools

Gusto makes no representations or warranties about the uptime, availability, or
permissibility of the Developer Tools. From time to time, Developer may have
limited or no access to the Developer Tools due to scheduled or emergency
maintenance of the Developer Tools. Gusto shall make commercially reasonable
efforts to provide notice of such maintenance to Developer, provided that Gusto
shall have no liability to Developer arising from any such maintenance,
including any failure or delay of Gusto in providing notice to Developer of such
maintenance.

Except as may be agreed to in writing by Gusto or as Gusto may, in its sole
discretion, provide, but shall have no obligation to provide, support or
maintenance for the Developer Tools.


11. GENERAL PROHIBITIONS

Developer shall not itself, nor permit any other party to:

 * Reproduce, distribute, modify, translate, adapt, or create derivative works
   based upon Developer Tools;
 * Reverse engineer, decode, decompile, disassemble, or otherwise attempt to
   access or derive any source code or architecture framework of Developer
   Tools;
 * Access or use the Developer Tools for purposes of benchmarking or developing,
   marketing, selling, or distributing any product or service that competes with
   the Developer Tools;
 * Make calls through the Developer Tools that exceed limits established by
   Gusto on the number and frequency of such calls, or take any action that
   imposes an unreasonable or disproportionately heavy load on the API or the
   Gusto Platform or that negatively affects the ability of others to access or
   use the API or Gusto Platform;
 * Rent, lease, lend, sell, or sublicense the Developer Tools or otherwise
   provide access to the Developer Tools as part of a service bureau or similar
   fee-for-service purpose;
 * Bypass any security safeguards or exploit any security vulnerabilities within
   the API or Gusto Platform;
 * Intentionally submit queries through the Gusto API for Gusto’s production
   (non-demo) environment that fail to contain all required parameters;
 * Take any action that subject the Developer Tools to any third party terms,
   including but not limited to, open source software license terms;
 * Introduce any virus, worm, Trojan horse, malware, or other malicious code
   through the Gusto API or to the Gusto Platform;
 * Access the Gusto Platform for the purpose of “crawling” or “scraping” content
   or information without Gusto’s express prior written consent;
 * Misrepresent the source or ownership of material;
 * Remove, obscure, or alter any copyright, trademark, or other proprietary
   rights notices;
 * Falsify or delete any author attributions, legal notice, or other labels of
   the origin or source of material; or
 * Access or use the Developer Tools in any way that does not comply in all
   material respects with the terms and conditions of these Developer Terms and
   all applicable laws and regulations.


12. TRADEMARKS, BRANDING, AND PUBLICITY

TRADEMARKS AND BRANDING

All images, trademarks, service marks, product names, company names or logos
(“Marks”) of each party remain the property of the respective party. Except as
may be expressly permitted under this Section 11, any use of such materials,
including the reproduction, modification, distribution or republication of the
same, without the prior written permission of the applicable owner, is strictly
prohibited. All use of Gusto’s Marks, including any associated goodwill, will
inure to the benefit of Gusto.

PROMOTIONAL AND MARKETING USE

Developer agrees to display any attribution(s) required by Gusto as set forth in
the documentation for the Developer Tools. During the term of these Developer
Terms, Gusto grants to Developer a limited, revocable, non-transferable,
non-sublicensable, non-exclusive license to display Gusto’s Marks for the
purpose of promoting the Integration on Developer’s website in a restricted area
or behind a log-in or password. Developer shall only use the Gusto Marks in
accordance with these Developer Terms. In using Gusto’s Marks, Developer must
follow Gusto’s brand guidelines as may be updated from time to time.

During the term of these Developer Terms, Developer grants to Gusto a limited,
revocable, non-transferable, non-sublicensable, non-exclusive license to display
Developer’s Marks for the purpose of promoting the Integration.

PUBLICITY

Developer shall not make any public announcements (including any written or oral
announcements, advertisements, promotions, website notices or press releases)
about the Developer Tools or the Integration without Gusto’s prior written
consent.


13. CONFIDENTIALITY

“Confidential Information” means any information that a party discloses to the
other party that the party identifies in good faith as confidential or
proprietary or, given the nature of the information or the circumstances
surrounding its disclosure, should reasonably be understood to be confidential
or proprietary. The receiving party shall maintain Confidential Information in
strict confidence, using the same degree of care that it uses to protect the
confidentiality of its own confidential information of like nature but in no
case, less than reasonable care. The receiving party shall not: (i) use or
disclosure Confidential Information other than as necessary to exercise its
rights and fulfill its obligations under these Developer Terms; or (ii) modify,
adapt, reverse engineer, decode, decompile, or disassemble Confidential
Information or create any derivative work based upon the Confidential
Information.

The receiving party shall restrict access to and use of Confidential Information
to its directors, officers, employees, contractors, agents and legal and
financial advisers who: (i) have a legitimate need to know Confidential
Information; (ii) are informed of the confidential nature of Confidential
Information; and (iii) have obligations with respect to Confidential Information
that are consistent with, and at least as restrictive as, those imposed by these
Developer Terms. Notwithstanding the foregoing, Gusto may disclose Confidential
Information consisting of Security Information to Gusto’s designated third party
security review vendor for the purposes of completing any security reviews of
Developer or the Integration, as further described in Section 5 herein.

The duties of confidentiality imposed by this Section 12. do not apply to
information that: (i) is known or becomes known to the public in general, other
than as a result of a breach of these Developer Terms or any other
confidentiality agreement; (ii) was known by or in the lawful possession of
receiving party prior to receipt from disclosing party; (iii) is or has been
independently developed or conceived by receiving party without use of or
reference to Confidential Information; or (iv) is or has been provided or made
known to receiving party by a third party without a breach of any obligation of
confidentiality to disclosing party. The receiving party may disclose
Confidential Information as required to comply with the order of a governmental
entity that has jurisdiction over Receiving Party or as otherwise required by
law, provided that receiving party: (i) notifies disclosing party in writing of
such required disclosure in advance, to the extent permitted by law, to provide
disclosing party with an opportunity to seek a protective order; and (ii) takes
reasonable steps to minimize the extent of any such required disclosure.


14. WARRANTY DISCLAIMERS

THE DEVELOPER TOOLS AND ALL OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL
FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. GUSTO MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE
DEVELOPER TERMS OR ANY OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE DEVELOPER
TERMS WILL MEET THE REQUIREMENTS OF DEVELOPER, DEVELOPER USERS, OR ANY OF END
USERS; (ii) ACCESS TO AND USE OF THE DEVELOPER TOOLS WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY
BE OBTAINED FROM ACCESS TO OR USE OF THE DEVELOPER TOOLS WILL BE ACCURATE,
RELIABLE, CURRENT OR COMPLETE.


15. INDEMNITY

Developer shall indemnify, defend and hold Gusto and its officers, directors,
employees, and agents (“the Indemnified Parties”) harmless against any and all
claims, costs, losses, damages, and expenses (including without limitation
reasonable attorneys’ fees) to the extent they arise from: (i) access to or use
of the Developer Tools in any manner by Developer that does not comply in all
material respects with the terms and conditions of these Developer Terms; (ii)
access to or use of the Developer Tools by Developer in combination with any
hardware or software not provided or approved by Gusto; (iii) modifications to
the Developer Tools made by or on behalf of Developer that are not made or
authorized by Gusto; or (iv) the Developer Application or any data, content, or
other materials Developer and its users submit, upload, transmit, or otherwise
make available through the API; (v) Developer’s breach of Section 5 (Data
Privacy and Security) or Section 12 (Confidential Information) or violation of
any applicable law or regulation; (vi) a Security Incident suffered by
Developer; or (vii) Developer’s gross negligence, fraud or willful misconduct.


16. LIMITATION OF LIABILITY

IN NO EVENT WILL GUSTO BE LIABLE UNDER THESE DEVELOPER TERMS, WHETHER BASED UPON
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES
ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS
OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE DEVELOPER
TOOLS OR ANY OTHER TOOLS OR DOCUMENTATION PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF SUCH TOOLS OR
THEIR DELIVERY VIA THE INTERNET, EVEN IF GUSTO HAD ACTUAL OR CONSTRUCTIVE
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE.

IN NO EVENT WILL GUSTO BE LIABLE FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES
OF THE DEVELOPER TOOLS; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM
USER’S OR THIRD PARTY PROVIDER’S ACCESS TO OR USE OF THE DEVELOPER’S TOOLS;
(III) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM ANY UNAUTHORIZED ACCESS OR USE
OF THE DEVELOPER TOOLS; AND/OR (IV) ANY LOSS OR DAMAGE TO USER DATA RESULTING
FROM THE ACCESS TO OR USE OF DEVELOPER TOOLS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO’S TOTAL LIABILITY IS
LIMITED TO THE GREATER OF (I) THE AMOUNT OF ANY FEES PAID BY USER TO GUSTO IN
CONNECTION WITH USER’S ACCESS TO AND USE OF THE DEVELOPER TERMS DURING THE SIX
(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR
LIABILITY OR (II) $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS
BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN
IF GUSTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


17. TERM, TERMINATION, AND SUSPENSION

The term for these Developer Terms will commence upon Developer’s acceptance of
these Developer Terms and continue until either party gives written notice of
termination effective thirty (30) days after such notice.

Gusto may terminate these Developer Terms in the event of (i) Developer’s
material breach of these Developer Terms if Developer does not cure the breach
within five (5) days after receipt of written notice of such breach from Gusto;
or (ii) Developer becomes insolvent or bankrupt; becomes the subject of any
proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver
or manager appointed; makes an assignment for the benefit of creditors; or takes
the benefit of any applicable law or statute in force for the winding up or
liquidation of such party’s business.

Notwithstanding the expiration or termination of these Developer Terms for any
reason, neither party will be relieved of any duty, obligation, debt or
liability that arose or accrued prior to the effective date of such expiration
or termination. Upon expiration or termination of these Developer Terms for any
reason: (i) Developer shall immediately cease all access to and use of the
Developer Tools; and (ii) each party shall immediately cease all use of the
other party’s Confidential Information and return or destroy all copies of such
Confidential Information that are within its custody or control. Sections 3, 5,
6, 10, and 12 – 23 and any sections of these Developer Terms which by their
nature should survive, will survive and remain in effect even if these Developer
Terms expire or terminate.

Gusto reserves the right to suspend Developer’s access to and use of the
Developer Tools immediately without notice or liability upon the occurrence of a
Security Incident, security issue or breach of Section 10 herein. In the event
of suspension, Gusto shall make commercially reasonable efforts to limit
suspension to the minimum extent and duration necessary to eliminate the
Security Incident. Gusto shall make commercially reasonable efforts to provide
notice of such suspension to Developer, provided that Gusto will have no
liability to Developer arising from any such suspension, including any failure
or delay of Gusto in providing notice to Developer of such suspension.


18. CHANGES TO THE DEVELOPER TERMS

Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion.
If Gusto does so, Gusto shall post the modified Developer Terms on its website.
It is important that Developer reviews and accepts any modified Developer Terms
because Developer can continue to use the Developer Tools only if Developer
accepts the modified Developer Terms, indicating to Gusto that Developer agrees
to be bound by the modified Developer Terms. If Developer does not agree to be
bound by the modified Developer Terms, then Developer may not continue to use
the Developer Tools. Because the Developer Terms may evolve over time, Gusto may
change or discontinue all or any part of the Developer Terms at any time and
without notice, at Gusto’s sole discretion.


19. GOVERNING LAW

These Developer Terms shall be interpreted and construed in accordance with the
laws of the State of California, without regard to the conflicts of laws
principles thereof.


20. ARBITRATION

Notwithstanding any other provision in these Developer Terms, and except as
otherwise set forth in this section, if either Developer or Gusto has any
dispute, controversy, or claim, whether founded in contract, tort, statutory, or
common law, concerning, arising out of, or relating to these Developer Terms,
the Developer Tools, including any claim regarding the applicability,
interpretation, scope, or validity of this arbitration clause and/or these
Developer Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved
directly between Developer and Gusto, then such Legal Claim will be settled by
individual (not class or class-wide), confidential, binding arbitration
administered by the American Arbitration Association (“AAA”) in accordance with
the then-current Commercial Arbitration Rules and Mediation Procedures of the
AAA (the “AAA Rules”), including any expedited procedures. To initiate an
arbitration proceeding, an arbitration claim must be submitted by the claimant
(the “Claimant”) to the AAA, and a written Demand for Arbitration must be
provided to the other party (the “Opposing Party”), pursuant to the AAA Rules.
Arbitration hearings will be held in San Francisco, California or any other
location that is mutually agreed upon by Developer and Gusto. A single
arbitrator will be mutually selected by Gusto and Developer and shall be (i) a
practicing attorney licensed to practice law in California or a retired judge;
and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute
arbitrators who have a background in payroll, health insurance, human resources,
and/or online commerce law (or if there are no such arbitrators, then from the
arbitrators on the AAA’s roster of commercial dispute arbitrators)
(collectively, the “Arbitrator Requirements”). If Gusto and Developer cannot
mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s
receipt of the Demand for Arbitration from the Claimant, then the AAA shall
appoint a single arbitrator that satisfies the Arbitrator Requirements. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Developer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Developer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. Either Gusto or Developer may bring a
lawsuit solely for injunctive relief to stop unauthorized use or abuse of the
Developer Tools or intellectual property infringement without first engaging in
the above arbitration process. If found that the agreement to arbitrate does not
apply to Developer or Developer’s Legal Claim, then Developer agrees to the
exclusive jurisdiction of the state and federal courts of San Francisco County,
California to resolve the Legal Claim.

Developer and Gusto agree and acknowledge that these Developer Terms evidence a
transaction involving interstate commerce and that the Federal Arbitration Act
(Title 9 of the United States Code) shall govern the interpretation,
enforcement, and proceedings pursuant to the arbitration clause in these
Developer Terms. DEVELOPER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT
DEVELOPER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY
AS TO DISPUTES HEREUNDER AND THAT DEVELOPER IS WAIVING ITS RIGHT TO PARTICIPATE
IN ANY CLASS ACTION PROCEEDING ARISING FROM THESE DEVELOPER TERMS.


21. GUSTO IS NOT RESPONSIBLE FOR THINGS GUSTO CANNOT CONTROL

Gusto is not responsible or liable for any delays or failures in performance
from any cause beyond Gusto’s control, including, but not limited to, acts of
God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or
omissions of third-party technology providers, riots, fires, earthquakes,
floods, power outages, strikes, weather conditions, acts of hackers, acts of
internet service providers, acts of any other third party, or acts or omissions
of Developer.


22. GENERAL

These Developer Terms constitute the entire agreement between Gusto and
Developer regarding the Developer Tools and replace all prior understandings,
communications, and agreements, oral or written, regarding this subject matter.
These Developer Terms may be modified only by a written amendment signed by the
parties or as otherwise provided in Section 18

. If any part of this Developer Terms is deemed to be unenforceable or invalid,
that section will be removed without affecting the remainder of the Developer
Terms. The remaining terms will be valid and enforceable. Developer may not
assign these Developer Terms, by operation of law or otherwise, without Gusto’s
prior written consent. Any attempt by Developer to assign or transfer these
Developer Terms, without such consent, will be null. Gusto may freely assign or
transfer these Developer Terms without restriction. The provisions of these
Developer Terms shall inure to the benefit of, and be binding upon, the parties
and their respective successors and permitted assigns.

Any notices or other communications provided by Gusto under these Developer
Terms, including those regarding modifications to these Developer Terms, will be
given: (i) via email; or (ii) by posting to the Gusto website. For notices made
by e-mail, the date of receipt will be deemed the date on which such notice is
given. For notices made by posting to the Gusto website, the date of such
posting will be deemed the date that notice is given. Gusto’s failure to enforce
any right or provision of these Developer Terms will not be considered a waiver
of such right or provision. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Gusto. Except as expressly set forth in these Developer Terms, the exercise by
either party of any of its remedies under these Developer Terms will be without
prejudice to its other remedies under these Developer Terms or otherwise.


23. ELECTRONIC TRANSMISSION

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


24. NOTICE

Except as otherwise set forth in these Developer Terms, all notices, demands and
other communications to be given or delivered under or by reason of the
provisions of these Developer Terms will be in writing and sent to the parties
according to the contact information provided below. Developer is responsible
for timely updating the email address affiliated with the Developer Account:

To Developer: At the email address associated with the Developer Account on file
with Gusto.

To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with
copy to legal@gusto.com.

EFFECTIVE MARCH 18, 2021  TO  SEPTEMBER 12, 2023

Download

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TABLE OF CONTENTS

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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”). 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”).

These Developer Terms are applicable to all persons who use or access the
Developer Tools (collectively, “Developers” and each, a “Developer”). By
clicking the applicable button to indicate Developer’s acceptance of these
Developer Terms, Developer agrees, effective as of the date of such action, to
be bound by the Developer Terms. If you are accessing or using the Developer
Tools on behalf of Developer as an employee, officer 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. 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.

Please review Section 19 of these Developer Terms carefully, as it contains an
arbitration provision and class action waiver which requires the user to resolve
disputes with Gusto through final, binding arbitration on an individual basis.
By entering into the Developer Terms, Developer acknowledges that Developer has
read and understands the terms of the Developer Terms and that Developer agrees
to be bound by the arbitration provision and class action waiver.

1. 	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”).

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. 	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. If Gusto allows Developer to create a
user name and/or password (“Account Information”) for access to or use of the
Developer Tools, Developer shall hold such Account Information in confidence and
not share or transfer such Account Information without Gusto’s prior written
consent. Developer shall not misrepresent or mask its identity when accessing or
using the Developer Tools. Gusto reserves the right, from time to time, to
update Credentials by issuing new Credentials and removing access to Developer
Tools for previously-issued Credentials. If Gusto provides Developer with new
Credentials, Developer shall commence using the new Credentials immediately upon
receipt of such Credentials. Developer shall further not store any Credentials
or Account Information used by Developers to access the Developer Tools.

Developer shall be solely responsible for protecting the confidentiality of
Credentials and Account Information and all activities undertaken using the
Developer Tools. 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. 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. Privacy Policy

Please refer to Gusto’s Privacy Policy for information on how Gusto collects,
uses, and discloses information from Developers. 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. 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. 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”). 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. 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.

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.

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. 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. 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. Developer shall undertake any measures to improve the security
of or remediate any security vulnerabilities in the Integration reasonably
requested by Gusto.

Developer shall at all times implement and maintain appropriate security
policies and procedures and access control methodologies (including
administrative, technical and physical safeguards) that are consistent with
prevailing industry standards, but in no case less than reasonable care, to: (i)
safeguard Developer User Data and Gusto User Data within its custody or control
(“Custodial Data”) against unauthorized processing; and (ii) comply with all
data privacy and data security laws and regulations applicable to its processing
of Custodial Data. Developer shall promptly provide Gusto written notice if
Developer becomes aware of any unauthorized access to or use of Custodial Data
(“Security Incident”). Developer shall be solely responsible for remediating the
Security Incident. Notwithstanding the foregoing, Gusto has the right to
participate in the investigation and response to any Security Incident suffered
by Developer, and Developer will fully cooperate with Gusto, including carrying
out remedial actions at Gusto’s direction and at Developer’s cost. Developer
shall reimburse Gusto for any costs it incurs as a result of any such Security
Incident.



6.	Proprietary Rights

Gusto’s Intellectual Property Rights.

Developer acknowledges and agrees that, as between Gusto and Developer, Gusto
owns all rights, title and interest, including all intellectual property rights,
in and to the Developer Tools, Gusto User Data, and Aggregate Data (as defined
below). 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.

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”). Gusto may use
Aggregate Data for, including but not limited to, improving its products,
services, and Developer Tools and assisting with technical support. Any
suggestions, comments, ideas, improvements or other feedback relating to the
Gusto Materials (collectively, “Feedback”) from Developer to Gusto is given
voluntarily, and Gusto will be free to use, disclose, reproduce, license, or
otherwise distribute and exploit such Feedback as it sees fit, entirely without
obligation or restriction of any kind and without compensating or crediting
Developer.

Developer’s Intellectual Property Rights.

Gusto acknowledges and agrees that, as between Developer and Gusto, Developer
owns all rights, title and interest (including all intellectual property rights)
in and to the Developer Application and Developer User Data.



7. 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.

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. 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. Maintenance and Support of Developer Tools

Gusto makes no representations or warranties about the uptime, availability, or
permissibility of the Developer Tools. From time to time, Developer may have
limited or no access to the Developer Tools due to scheduled or emergency
maintenance of the Developer Tools. Gusto shall make commercially reasonable
efforts to provide notice of such maintenance to Developer, provided that Gusto
shall have no liability to Developer arising from any such maintenance,
including any failure or delay of Gusto in providing notice to Developer of such
maintenance.

Except as may be agreed to in writing by Gusto or as Gusto may, in its sole
discretion, provide, but shall have no obligation to provide, support or
maintenance for the Developer Tools.

9. 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. 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. Developer shall cooperate with Gusto in Gusto’s testing and evaluation
review, including but not limited to, answering Gusto’s questions and providing
any information or materials reasonably requested by Gusto. Developer
understands that Gusto may, in its sole discretion, reject Developer’s
Integration for any reason and that Gusto shall have no liability for any costs,
expenses, and/or damages, arising out of or resulting from Gusto’s review and
approval or rejection of Developer’s Integration.

10.	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. Trademarks, Branding, and Publicity

Trademarks and Branding

All images, trademarks, service marks, product names, company names or logos
(“Marks”) of each party remain the property of the respective party. Except as
may be expressly permitted under this Section 11, any use of such materials,
including the reproduction, modification, distribution or republication of the
same, without the prior written permission of the applicable owner, is strictly
prohibited. All use of Gusto’s Marks, including any associated goodwill, will
inure to the benefit of Gusto.

Promotional and Marketing Use

Developer agrees to display any attribution(s) required by Gusto as set forth in
the documentation for the Developer Tools. During the term of these Developer
Terms, Gusto grants to Developer a limited, revocable, non-transferable,
non-sublicensable, non-exclusive license to display Gusto’s Marks for the
purpose of promoting the Integration on Developer’s website. Developer shall
only use the Gusto Marks in accordance with these Developer Terms. Any other use
of Gusto’s Marks require prior written consent from Gusto. In using Gusto’s
Marks, Developer must follow the Gusto’s brand guidelines as may be updated from
time to time. 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.

During the term of these Developer Terms, Developer grants to Gusto a limited,
revocable, non-transferable, non-sublicensable, non-exclusive license to display
Developer’s Marks for the purpose of promoting the Integration.

Publicity

Developer shall not make any public announcements (including any written or oral
announcements, advertisements, promotions, website notices or press releases)
about the Developer Tools or the Integration without Gusto’s prior written
consent.





12.	Confidentiality

“Confidential Information” means any information that a party discloses to the
other party that the party identifies in good faith as confidential or
proprietary or, given the nature of the information or the circumstances
surrounding its disclosure, should reasonably be understood to be confidential
or proprietary. The receiving party shall maintain Confidential Information in
strict confidence, using the same degree of care that it uses to protect the
confidentiality of its own confidential information of like nature but in no
case, less than reasonable care. The receiving party shall not: (i) use or
disclosure Confidential Information other than as necessary to exercise its
rights and fulfill its obligations under these Developer Terms; or (ii) modify,
adapt, reverse engineer, decode, decompile, or disassemble Confidential
Information or create any derivative work based upon the Confidential
Information.

The receiving party shall restrict access to and use of Confidential Information
to its directors, officers, employees, contractors, agents and legal and
financial advisers who: (i) have a legitimate need to know Confidential
Information; (ii) are informed of the confidential nature of Confidential
Information; and (iii) have obligations with respect to Confidential Information
that are consistent with, and at least as restrictive as, those imposed by these
Developer Terms. The duties of confidentiality imposed by this Section 12. do
not apply to information that: (i) is known or becomes known to the public in
general, other than as a result of a breach of these Developer Terms or any
other confidentiality agreement; (ii) was known by or in the lawful possession
of receiving party prior to receipt from disclosing party; (iii) is or has been
independently developed or conceived by receiving party without use of or
reference to Confidential Information; or (iv) is or has been provided or made
known to receiving party by a third party without a breach of any obligation of
confidentiality to disclosing party. The receiving party may disclose
Confidential Information as required to comply with the order of a governmental
entity that has jurisdiction over Receiving Party or as otherwise required by
law, provided that receiving party: (i) notifies disclosing party in writing of
such required disclosure in advance, to the extent permitted by law, to provide
disclosing party with an opportunity to seek a protective order; and (ii) takes
reasonable steps to minimize the extent of any such required disclosure.



13. Warranty Disclaimers

THE DEVELOPER TOOLS AND ALL OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL
FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. GUSTO MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE
DEVELOPER TERMS OR ANY OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE DEVELOPER
TERMS WILL MEET THE REQUIREMENTS OF 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. 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. Limitation of Liability

IN NO EVENT WILL GUSTO BE LIABLE UNDER THESE DEVELOPER TERMS, WHETHER BASED UPON
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES
ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS
OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE DEVELOPER
TOOLS OR ANY OTHER TOOLS OR DOCUMENTATION PROVIDED BY GUSTO UNDER THESE
DEVELOPER TERMS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF SUCH TOOLS OR
THEIR DELIVERY VIA THE INTERNET, EVEN IF GUSTO HAD ACTUAL OR CONSTRUCTIVE
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE.

IN NO EVENT WILL GUSTO BE LIABLE FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES
OF THE DEVELOPER TOOLS; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM
USER’S OR THIRD PARTY PROVIDER’S ACCESS TO OR USE OF THE DEVELOPER’S TOOLS;
(III) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM ANY UNAUTHORIZED ACCESS OR USE
OF THE DEVELOPER TOOLS; AND/OR (IV) ANY LOSS OR DAMAGE TO USER DATA RESULTING
FROM THE ACCESS TO OR USE OF DEVELOPER TOOLS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO’S TOTAL LIABILITY IS
LIMITED TO THE GREATER OF (I) THE AMOUNT OF ANY FEES PAID BY USER TO GUSTO IN
CONNECTION WITH USER’S ACCESS TO AND USE OF THE DEVELOPER TERMS DURING THE SIX
(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR
LIABILITY OR (II) $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS
BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN
IF GUSTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.



16. Term, Termination, and Suspension

The term for these Developer Terms will commence upon Developer’s acceptance of
these Developer Terms and continue until either party gives written notice of
termination effective thirty (30) days after such notice.

Gusto may terminate these Developer Terms in the event of (i) Developer’s
material breach of these Developer Terms if Developer does not cure the breach
within five (5) days after receipt of written notice of such breach from Gusto;
or (ii) Developer becomes insolvent or bankrupt; becomes the subject of any
proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver
or manager appointed; makes an assignment for the benefit of creditors; or takes
the benefit of any applicable law or statute in force for the winding up or
liquidation of such party’s business.

Notwithstanding the expiration or termination of these Developer Terms for any
reason, neither party will be relieved of any duty, obligation, debt or
liability that arose or accrued prior to the effective date of such expiration
or termination. Upon expiration or termination of these Developer Terms for any
reason: (i) Developer shall immediately cease all access to and use of the
Developer Tools; and (ii) each party shall immediately cease all use of the
other party’s Confidential Information and return or destroy all copies of such
Confidential Information that are within its custody or control. Sections 3, 5,
6, 10, and 12 - 23 and any sections of these Developer Terms which by their
nature should survive, will survive and remain in effect even if these Developer
Terms expire or terminate.

Gusto reserves the right to suspend Developer’s access to and use of the
Developer Tools immediately upon the occurrence of a Security Issue or breach of
Section 10. 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.
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. Changes to the Developer Terms

Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion.
If Gusto does so, Gusto shall post the modified Developer Terms on its website.
It is important that Developer reviews and accepts any modified Developer Terms
because Developer can continue to use Developer Terms only if Developer accepts
the modified Developer Terms, indicating to Gusto that Developer agrees to be
bound by the modified Developer Terms. If Developer does not agree to be bound
by the modified Developer Terms, then Developer may not continue to use the
Developer Terms. 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. 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. Arbitration

Notwithstanding any other provision in these Developer Terms, and except as
otherwise set forth in this section, if either Developer or Gusto has any
dispute, controversy, or claim, whether founded in contract, tort, statutory, or
common law, concerning, arising out of, or relating to these Developer Terms,
the Developer Tools, including any claim regarding the applicability,
interpretation, scope, or validity of this arbitration clause and/or these
Developer Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved
directly between Developer and Gusto, then such Legal Claim will be settled by
individual (not class or class-wide), confidential, binding arbitration
administered by the American Arbitration Association (“AAA”) in accordance with
the then-current Commercial Arbitration Rules and Mediation Procedures of the
AAA (the “AAA Rules”), including any expedited procedures. To initiate an
arbitration proceeding, an arbitration claim must be submitted by the claimant
(the “Claimant”) to the AAA, and a written Demand for Arbitration must be
provided to the other party (the “Opposing Party”), pursuant to the AAA Rules.
Arbitration hearings will be held in San Francisco, California or any other
location that is mutually agreed upon by Developer and Gusto. A single
arbitrator will be mutually selected by Gusto and Developer and shall be (i) a
practicing attorney licensed to practice law in California or a retired judge;
and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute
arbitrators who have a background in payroll, health insurance, human resources,
and/or online commerce law (or if there are no such arbitrators, then from the
arbitrators on the AAA’s roster of commercial dispute arbitrators)
(collectively, the “Arbitrator Requirements”). If Gusto and Developer cannot
mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s
receipt of the Demand for Arbitration from the Claimant, then the AAA shall
appoint a single arbitrator that satisfies the Arbitrator Requirements. The
arbitrator will follow the law and will give effect to any applicable statutes
of limitation. The prevailing party shall be entitled to an award of the costs
and expenses of the arbitration, including reasonable attorneys’ fees and expert
witness fees. The award rendered by the arbitrator shall be final and binding
upon Developer and Gusto. A judgment on the award may be entered and enforced in
any court of competent jurisdiction.

Either Gusto or Developer may assert claims, if the claims qualify, in small
claims court in San Francisco, California. Either Gusto or Developer may bring a
lawsuit solely for injunctive relief to stop unauthorized use or abuse of the
Developer Tools or intellectual property infringement without first engaging in
the above arbitration process. If found that the agreement to arbitrate does not
apply to Developer or Developer’s Legal Claim, then Developer agrees to the
exclusive jurisdiction of the state and federal courts of San Francisco County,
California to resolve the Legal Claim.

Developer and Gusto agree and acknowledge that these Developer Terms evidence a
transaction involving interstate commerce and that the Federal Arbitration Act
(Title 9 of the United States Code) shall govern the interpretation,
enforcement, and proceedings pursuant to the arbitration clause in these
Developer Terms. 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. 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. General

These Developer Terms constitute the entire agreement between Gusto and
Developer regarding the Developer Tools and replace all prior understandings,
communications, and agreements, oral or written, regarding this subject matter.
These Developer Terms may be modified only by a written amendment signed by the
parties or as otherwise provided in Section 17. If any part of this Developer
Terms is deemed to be unenforceable or invalid, that section will be removed
without affecting the remainder of the Developer Terms. The remaining terms will
be valid and enforceable. Developer may not assign these Developer Terms, by
operation of law or otherwise, without Gusto’s prior written consent. Any
attempt by Developer to assign or transfer these Developer Terms, without such
consent, will be null. Gusto may freely assign or transfer these Developer Terms
without restriction. The provisions of these Developer Terms shall inure to the
benefit of, and be binding upon, the parties and their respective successors and
permitted assigns.

Any notices or other communications provided by Gusto under these Developer
Terms, including those regarding modifications to these Developer Terms, will be
given: (i) via email; or (ii) by posting to the Gusto website. For notices made
by e-mail, the date of receipt will be deemed the date on which such notice is
given. For notices made by posting to the Gusto website, the date of such
posting will be deemed the date that notice is given. Gusto’s failure to enforce
any right or provision of these Developer Terms will not be considered a waiver
of such right or provision. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Gusto. Except as expressly set forth in these Developer Terms, the exercise by
either party of any of its remedies under these Developer Terms will be without
prejudice to its other remedies under these Developer Terms or otherwise.



22. Electronic Transmission

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



23. 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.

To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with
copy to legal@gusto.com.

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Licenses Site map
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Pricing

Starting at just $46 per month

Built for you

Starting a business
Switching to Gusto
Remote and global
Why Gusto

For Accountants

Become a partner
Gusto Pro dashboard
Partner community
Professional development
People Advisory
Accountant blog
Resources

For Developers

Gusto Embedded Payroll
Build apps with Gusto
Developer tools

Get started

Interactive Demo
Contact Sales — (800) 936-0383

Services

People platform
Full-service payroll
Employee Benefits
HR
Health Benefits
Financial Benefits
R&D tax credits
Time and attendance
Hiring and onboarding
Talent management
Insights and reporting
Workers' compensation
Gusto Wallet

Company

About
Careers — We're hiring!
Awards
Press
News
Investors
Contact
Affiliate program

Licenses

Gusto Capital, LLC NMLS ID: 1845463
Gusto, Inc. NMLS ID: 1737896

Support

Help Center
Talk to support — Sign in

Resources

Customer stories
Customer reviews
Compare
Partner Directory
Business Guides
FAQs
Security
Integrations

Tools

Small Business Financial Relief
Employer tax calculator
Burn rate calculator
New hire checklist

Talk Shop: Business resources

Talk Shop blog
Running payroll
Workers' comp
Hiring
Employee benefits
Starting a business
Growth
Health insurance
Business finances
Taxes
People management
Gusto

© 2024

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