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Gusto Basic Tier Beta Agreement

Last updated August 4, 2020

These Gusto Basic Tier Beta Terms (the “Basic Tier Beta Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”), the Payroll Service Terms available at https://gusto.com/about/terms/payroll (the “Payroll Terms”) and the Human Resources Terms available at https://gusto.com/about/terms/terms/hr (the “HR Terms” and collectively with the Gusto Terms, the Payroll Terms, and these Basic Tier Beta Terms, the “Basic Tier Beta Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), agrees to provide customers (each, a “Beta Customer”) with the opportunity to participate in the pilot testing and development of a limited payroll service (the “Basic Tier Beta”).

These Basic Tier Beta Terms are governed by and incorporate the Gusto Terms, Payroll Terms, and HR Terms. Capitalized terms used but not otherwise defined in these Basic Tier Beta Terms shall have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms or the HR Terms, as applicable. The Basic Tier Beta Agreement is a legally binding agreement between Beta Customer and Gusto. The individual agreeing to these Basic Tier Beta Terms on behalf of Beta Customer (the “Authorized Signatory”) is encouraged to read the Basic Tier Beta Agreement carefully and to save a copy of it for Beta Customer’s records. The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Beta Customer to the Basic Tier Beta Agreement. By (i) clicking the applicable button to indicate Beta Customer’s choice of the Basic Service Plan, (ii) clicking the applicable button to indicate Customer’s acceptance of the Basic Tier Beta Agreement, or (iii) accessing or using the Payroll or HR Services provided to Basic Tier Beta Customers, effective as of the date of such action, Beta Customer agrees to be bound by the Basic Tier Beta Agreement.

1. These Basic Tier Beta Terms Are Part of and are Governed by the Gusto Terms, the Payroll Terms and the HR Terms

The terms and conditions of the Gusto Terms agreed to in connection with the creation of each Beta Customer’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service and HR Service, are incorporated herein by reference, and Beta 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 Basic Tier Beta Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the HR 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 Basic Tier Beta Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the HR Terms, and lastly, 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, BETA CUSTOMER’S INDEMNIFICATION OBLIGATIONS, BETA CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BASIC TIER BETA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. Gusto’s Provision of the Basic Tier Beta is Governed by the Basic Tier Beta Agreement

Subject to the terms and conditions of the Basic Tier Beta Agreement, Gusto agrees to use commercially reasonable efforts to provide Beta Customer with the Basic Tier Beta in accordance with the Basic Tier Beta Agreement.

3. Obligations Under the Gusto Terms

In addition to the obligations specified in these Basic Tier Beta Terms, Beta 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 Beta Customer’s account; (iii) follow instructions that Gusto provides to Beta Customer with respect to the Payroll Service and HR 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 HR Service or which could increase the likelihood that a Claim is brought against Beta Customer or Gusto in connection with the Payroll Service or HR Service; 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 11 (Proprietary Rights), and Section 13 (General Prohibitions) of the Gusto Terms.

4. Gusto Basic Tier Beta

Provided that Beta Customer meets Beta Customer’s obligations and complies with the terms of this Basic Tier Beta Agreement, then Gusto will provide Beta Customer with the Basic Tier Beta through Gusto’s website, www.gusto.com, for the Term (as defined below) of this Basic Tier Beta Agreement.

Beta Customer understands and acknowledges that (i) the Basic Tier Beta is still being developed, so it may have limited functionality; (ii) the Basic Tier Beta provides a limited payroll service intended to be used by companies with minimal payroll needs; and (iii) Beta Customers enrolling in the Basic Tier Beta will be required to agree to the Gusto Terms, the Payroll Terms, the HR Terms, and any other applicable terms prior to commencing their use of the Payroll Service.

5. Basic Payroll Service

Through participation in the Basic Tier Beta, Beta Customers are afforded limited use of the Payroll Service (as defined in the Gusto Terms), including but not limited to: (i) processing payroll in a single state and using 4-day direct deposit; (ii) offering employee self-service onboarding and Gusto profiles; (iii) administering workers compensation insurance; and (iv) setting up and monitoring the accrual of paid-time-off (collectively, the “Basic Payroll Service”).

Beta Customer acknowledges and agrees that certain other features or functionality are not provided in the Basic Payroll Service, such restrictions including but not limited to: (a) processing payroll on an expedited basis or in multiple states; (b) setting up Payroll on AutoPilot; (c) tracking employee attendance and paid or unpaid time-off using the Time Tracking Service; (d) utilizing employee onboarding tools, such as the offer letter generator; (e) utilizing the Gusto Document Vault to store letters, handbooks, or other corporate documents; (f) provisioning to or managing software of employees; (g) offering employees access to Gusto Cashout; (h) integrating with third-party accounting or time tracking partners; or (i) managing health benefits on the Gusto Platform (each, a “Restricted Feature” and, collectively, the “Restricted Features”).

Gusto reserves the right to require a Beta Customer to upgrade to the Gusto Core Tier to the extent that such Beta Customer utilizes a Restricted Feature.

6. Service Fees and Charges

Beta Customer agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and Beta Customer authorizes Gusto to debit Beta Customer’s designated bank account, as specified by Beta Customer through the Platform and in accordance with Section 2 of the Gusto Terms.

7. Modifications

Because the Basic Tier Beta is still under development, Gusto may change or discontinue all or any part of the Basic Tier Beta, at any time, at Gusto’s sole discretion. Gusto may also modify the Basic Tier Beta Agreement at any time, in Gusto’s sole discretion. If Gusto modifies the Basic Tier Beta Agreement, Gusto shall notify Customer by posting the modified Basic Tier Beta Agreement on the Platform or through other electronic communications. It is the responsibility of Customer to (i) review the Basic Tier Beta Agreement whenever Gusto modifies it; and (ii) save a copy of the modified Basic Tier Beta Agreement for its recordkeeping purposes. Beta Customer’s continued use of the Basic Payroll Service and/or any of the connected Gusto Services constitutes such entity’s agreement to be bound by the modified Basic Payroll Service Agreement. If Beta Customer does not agree to be bound by the modified Basic Tier Beta Agreement, then Beta Customer may not continue to use the Basic Payroll Service provided through the Basic Tier Beta.

8. Term and Termination

This Basic Tier Beta Agreement (A) will commence on the later to occur of (i) Beta Customer acknowledging and agreeing to the Basic Tier Beta Agreement; and (ii) Gusto making the Basic Payroll Service available to Beta Customer, (B) shall expire upon the earlier to occur of (i) one-hundred and eighty (180) days following Gusto providing notice to Beta Customer that Gusto is suspending the Basic Tier Beta; and (ii) a Beta Customer upgrading to Gusto’s Core, Complete, or Concierge plans, and (C) may be terminated in accordance with Section 12 of the Gusto Terms (collectively, the “Term”).

9. Rights upon Expiration of the Basic Tier Beta Agreement

Upon expiration of this Basic Tier Beta Agreement, no new Beta Customer may enroll in the Basic Tier Beta. However, provided that Beta Customer continues to meet their obligations and complies with the terms of this Basic Tier Beta Agreement, such active Beta Customers shall continue to have access to and use of the Basic Tier Services for an additional one-hundred and eighty (180) days from notice of Expiration (the “Extended Pricing Period”). After the expiration of the Extended Pricing Period, Beta Customer’s right to access and use the Gusto Services will automatically terminate unless Beta Customer upgrades to one of Gusto’s Core, Complete, Concierge plans); provided, however, that Gusto will generally continue to provide Beta Customers with the Limited Access Rights described in Section 22 of the Gusto Terms, subject to the terms and conditions therein.