Gusto

HR Basics Terms

Gusto HR Basics Beta Terms

Last updated February 6, 2017

These Gusto HR Basics Beta Terms (the “Gusto HR Basics Beta Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) (collectively, the “Gusto HR Basics Beta Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), User with the opportunity to participate in the beta testing and development of Gusto HR Basics, a limited human resources (“HR”) service (the “Gusto HR Basics Beta Service”), free of charge.

These Gusto HR Basics Beta Terms are governed by and incorporate the Gusto Terms. Capitalized terms used but not otherwise defined in these Gusto HR Basics Beta Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Gusto HR Basics Beta Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the Gusto HR Basics Beta Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these Gusto HR Basics Beta 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 Gusto HR Basics Beta 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 signing this Gusto HR Basics beta Agreement or accessing or using the Gusto HR Basics Beta Service, User accepts the Gusto HR Basics Beta Agreement, and User agrees, effective as of the date of such action, to be bound by the Gusto HR Basics Beta Agreement.

1. These Gusto HR Basics Beta 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 Gusto HR Basics Beta Service, 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 Gusto HR Basics Beta Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Gusto HR Basics Beta Terms shall control.

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 GUSTO HR BASICS BETA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. Gusto’s Provision of the Gusto HR Basics Beta Service is Governed by the Gusto HR Basics Beta Agreement

Subject to the terms and conditions of the Gusto HR Basics Beta Agreement, Gusto agrees to use commercially reasonable efforts to provide User the Gusto HR Basics Beta Service in accordance with the Gusto HR Basics Beta Agreement.

3. Obligations Under the Gusto Terms

In addition to the obligations specified in these Gusto HR Basics Beta 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; and (iii) 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.

4. Gusto HR Basics Beta Program

Provided that User meets User’s obligations and complies with the terms of the Gusto HR Basics Beta Agreement, then Gusto will provide User with the Gusto HR Basics Beta Service for the Term (as defined below) of this Gusto HR Basics Beta Agreement. The Gusto HR Basics Beta Service shall include limited HR features, which may include (i) assistance with employee onboarding; (ii) creation of a company time-off policy; and (iii) access to User’s Document Vault (as defined below).

User acknowledges that any information or tools provided by Gusto through the Gusto HR Basics Beta Service are intended for User’s general use, do 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 and/or HR professionals in their jurisdiction with regard to employment 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, compensation of any employee or contractor, or any other HR topic.

5. Document Vault

User may upload HR-related documents to be stored on the Site (the “Document Vault”), and post content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files that User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of an 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 HR Basics Beta Agreement 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 content to Employee Pages.

Users may view and/or download documents that they upload to the Document Vault or to which they have 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.

6. Modifications

Because the Gusto HR Basics Beta Service is still under development, Gusto may change or discontinue all or any part of the Gusto HR Basics Beta Service at any time, with or without notice, at Gusto’s sole discretion.

Gusto may also modify the Gusto HR Basics Beta Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Gusto HR Basics Beta Agreement on the Platform or through other communications. It is important that User reviews the Gusto HR Basics Beta Agreement whenever Gusto modifies it because if User continues to use the Gusto HR Basics Beta Service after Gusto has notified User of the modification, whether by posting the modified Gusto HR Basics Beta Agreement on the Platform or otherwise, User is indicating to Gusto that User agrees to be bound by the modified Gusto HR Basics Beta Agreement. If User does not agree to be bound by the modified Gusto HR Basics Beta Agreement, then User may not continue to use the Gusto HR Basics Beta Service.

7. Term and Termination

This Gusto HR Basics Beta Agreement shall commence on the later to occur of (a) User accepting this Gusto HR Basics Beta Agreement and (b) Gusto making the Gusto HR Basics Beta Service available to User, and shall terminate upon the earlier to occur of (a) the initial commercial release by Gusto of a generally available version of Gusto HR Basics and (b) termination by Gusto or User in accordance with this Section 7 of the Gusto HR Basics Beta Terms (the “Term”).

Either party may terminate this Gusto HR Basics Beta Agreement at any time, for any reason or no reason, by providing the other party with at least two (2) days’ advance written notice thereof. 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 the Gusto HR Basics Beta Service; block User’s ability to use any particular feature of the Gusto HR Basics Beta Service; or immediately terminate the Gusto HR Basics Beta Service and this Gusto HR Basics Beta Agreement, in each case with or without notice to User, in the event that: (i) Gusto has reason to suspect that User may be in violation of this Gusto HR Basics Beta Agreement, including but not limited to Section 9 (Confidentiality) of these Gusto HR Basics Beta Terms; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; or (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities.

Upon any expiration or termination of this Gusto HR Basics Beta Agreement, User’s right to access and use the Gusto HR Basics Beta Service will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account for a brief period of time in a limited capacity to view and download information that was available in User’s Account at the time of the expiration or termination of this Gusto HR Basics Beta Agreement (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 9 (Confidentiality) of these Gusto HR Basics Beta Terms or Section 13 (General Prohibitions) of the Gusto Terms.

8. Warranty Disclaimer

THE GUSTO HR BASICS BETA SERVICE AND CONTENT ARE PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, GUSTO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE HR BASICS BETA SERVICE IS NOT GUARANTEED TO BE FREE FROM BUGS OR ERRORS. ANY PARTICIPATION IN OR USE OF THE HR BASICS BETA SERVICE OR CONTENT CONTAINED THEREIN IS AT USER’S SOLE RISK.

9. Confidentiality

The Gusto HR Basics Beta Service, all information provided or disclosed to User relating to the Gusto HR Basics Beta Service, and the terms and existence of the Gusto HR Basics Beta Terms are Gusto’s confidential information (the “Gusto Confidential Information”). User shall not disclose the Gusto Confidential Information to any third party, provided that User may disclose the Gusto Confidential Information on an as-needed basis (i) to other authorized users of the Gusto HR Basics Beta Service; (ii) to User’s employees, contractors, agents, and representatives, so long as such parties are bound by written agreements obligating such parties to keep the Gusto Confidential Information confidential; and (iii) to the extent required by any law or regulation. Please refer to Gusto’s Privacy Policy available at www.gusto.com/about/privacy, for more 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.

10. Evaluation and Feedback

The purpose of the Gusto HR Basics Beta Service is the testing and evaluation of the Gusto HR Basics Beta Service and documentation. In furtherance of this purpose, User shall provide feedback to Gusto concerning the functionality and performance of the Gusto HR Basics Beta Service from time to time as reasonably requested by Gusto, including, without limitation, identifying potential errors and improvements (collectively the “Feedback”). User will provide Feedback in a manner that is mutually agreeable to the parties. Gusto may use Feedback to improve or enhance its products and, accordingly, User hereby grants to Gusto a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide, sublicensable right and license (i) to use, reproduce, disclose, distribute, modify, prepare derivative works of, and otherwise exploit the Feedback and other information User provides to Gusto under this Gusto HR Basics Beta Agreement, and (ii) to make, use, sell, offer to sell, import, and export any product or service that incorporates the Feedback provided to Gusto under this Gusto HR Basics Beta Agreement.