These Gusto Channel Partner Program Terms ("Program Terms") govern participation in the Gusto Channel Partner Program ("Program"). By accepting these Program Terms, whether by clicking "I Accept," executing an agreement that incorporates these Program Terms you ("Partner") agree to be bound by these Program Terms with Gusto, Inc. ("Gusto"). Gusto and Partner are each a "Party" and collectively the "Parties."

The Partner Program Guide describes the Program and is provided for reference. The Partner Program Guide does not create independent obligations on either Party, but where these Program Terms incorporate a specific term from the Partner Program Guide by reference (such as Revenue Share Rate, Revenue Share Period, or tier placement criteria), that term is binding as part of these Program Terms.

1. Definitions

"Claims" means any third-party claim, action, suit, or proceeding.

"Confidential Information" means information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information includes revenue share rates and any data exchanged under these Program Terms. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party before disclosure, (c) is received from a third party without confidentiality restrictions, or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

"Gusto Revenue" means the monthly recurring gross revenue Gusto receives from New Gusto Customers for the Gusto Services, less refunds, credits, and applicable taxes.

"Gusto Services" means Gusto's payroll processing services, consisting of the monthly base subscription fee and per-employee per-month fee, offered directly to customers through the Gusto platform. All other Gusto products, services, features, and add-ons are excluded from Gusto Services and are not eligible for Partner Revenue Share unless separately designated by Gusto in the then-current Partner Program Guide or as Additional Product Compensation under Section 3.3.

"Landing Page" means the co-branded web page hosted by Gusto through which Partner's customers can learn about and sign up for Gusto Services.

"Marks" means a Party's name, logos, trademarks, images, and branding.

"NewGustoCustomer" means an individual or entity that (a) was referred to Gusto by Partner through a Referral Method, (b) registered as a new Gusto Services customer as a result of such referral, (c) has an EIN not previously registered with Gusto, and (d) has run at least one paid payroll with Gusto. Each individual or entity may be counted as a New Gusto Customer only once.

"PartnerCustomer" means an individual or entity with a contractual customer relationship with Partner.

"ReferralMethods" means the Landing Page (if applicable) and any other referral or attribution mechanism designated by Gusto.

“QualifiedFirmReferral" means an accounting or bookkeeping firm that (a) was referred to Gusto by Partner through a Referral Method, (b) was not an existing Gusto Pro partner or Gusto customer at the time of referral, (c) has registered as a new Gusto Pro partner as a result of such referral, and (d) has onboarded at least one client that has run at least one paid payroll through Gusto Services. A firm may be counted as a Qualified Firm Referral only once.

2. The Program

The Program is a non-exclusive referral partnership. Partner promotes Gusto Services to Partner Customers through the Referral Methods, and Gusto will make referral tracking and attribution mechanisms available to Partner, which may include a co-branded Landing Page, to support those efforts. Gusto may modify, suspend, or discontinue the Program or any program benefits, tiers, tools, or resources at any time upon notice to Partner, including where Partner's conduct materially harms Gusto's customer experience, brand, financial integrity, or security posture. Modification of program benefits does not constitute a breach of these Program Terms. Partner will comply with all program policies and guidelines published by Gusto, as updated from time to time.

Partner will maintain an active go-to-market motion for referring eligible customers to Gusto, including maintaining a visible referral pathway (such as a link, landing page, or in-product placement). Any co-branded or co-marketing materials developed or used by Partner in connection with the Program are subject to mutual approval. All co-marketing materials must comply with applicable data privacy laws, including, where applicable, the inclusion of appropriate consent language for the collection and sharing of personal data.

3. Compensation

3.1 Rate and Duration. Unless Gusto assigns Partner to a different tier in a written notice (including via the Partner Portal), Partner's initial tier is Bronze. Gusto will pay Partner a percentage of Gusto Revenue from New Gusto Customers referred by Partner ("Partner Revenue Share") at the rate specified in the then-current Partner Program Guide ("Revenue Share Rate"). Partner Revenue Share is payable for the duration specified in the then-current Partner Program Guide from the date each individual or entity becomes a New Gusto Customer ("Revenue Share Period"). Partner's tier and Revenue Share Rate are subject to annual review by Gusto based on Partner's performance against the thresholds in the then-current Partner Program Guide. Gusto will provide reasonable notice of any adjustment to Partner's tier or Revenue Share Rate.

3.2 Firm Referral Fee. Gusto will pay Partner a one-time fee for each Qualified Firm Referral ("Firm Referral Fee") in the amount specified in the then-current Partner Program Guide. Firm Referral Fees are subject to the tracking, payment, discrepancy, and cessation provisions in this Section 3 and are payable in addition to any Partner Revenue Share earned on New Gusto Customers.

3.3 Additional Product Compensation. Gusto may offer compensation for Partner referrals of specific products outside the scope of Gusto Services. Compensation may take the form of one-time bounty payments, recurring revenue share, or other structures as specified in the then-current Partner Program Guide. Applicable products, compensation type, payment amounts, and qualifying criteria will be specified in the then-current Partner Program Guide. Additional Product Compensation is subject to the tracking, payment, discrepancy, and cessation provisions in this Section 3 and is payable in addition to any Partner Revenue Share or Firm Referral Fees.

3.4 Tracking, Payment, and Discrepancies. Gusto will track New Gusto Customers, calculate Gusto Revenue, and calculate Partner Revenue Share. Gusto will make reports of total Gusto Revenue and New Gusto Customer count available to Partner. Gusto will pay Partner Revenue Share monthly, within thirty (30) days after month end. Gusto will designate the method of payment for Partner Revenue Share, which may include payment through a third-party payment processor. If Gusto requires Partner to register with a payment processor to receive payments, Gusto is not obligated to pay until Partner has completed registration. Partner is responsible for any fees charged by the payment processor, and Partner's relationship with any such processor is solely between Partner and the processor. Gusto is not obligated to pay until it receives a complete Form W-9 (or applicable tax form). Partner has thirty (30) days after receipt of payment to notify Gusto of any discrepancy, after which Partner waives the right to dispute. The Parties will resolve timely raised discrepancies in good faith.

3.5 Payment Cessation. Revenue share is payable only on Gusto Revenue received during the term and within the Revenue Share Period. Upon termination or expiration, no revenue share is payable for individuals or entities that become New Gusto Customers after termination, or for Gusto Revenue received after termination. If Gusto terminates for convenience under Section 7, Gusto will pay earned Partner Revenue Share through the effective date of termination in the next regularly scheduled monthly payment. If Partner terminates, or if Gusto terminates for cause, all unpaid Partner Revenue Share is forfeited.

3.6 General. All amounts are exclusive of applicable taxes. The Parties will cooperate on tax determinations and provide withholding certificates as reasonably requested. Partner will provide information reasonably requested by Gusto to verify compliance. If agreed upon in writing, Partner may elect to apply all or a portion of the Partner Revenue Share as a discount to Partner's referred customers, in which case Gusto will apply the discount in lieu of paying the corresponding Partner Revenue Share to Partner. Gusto makes no guarantees regarding the amount of Gusto Revenue, New Gusto Customers, or Partner Revenue Share. Partner's sole financial remedy under these Program Terms is limited to earned, unpaid Partner Revenue Share.

4. Brand and Intellectual Property

4.1 Ownership and Publicity. Each Party retains all rights in its own Marks and intellectual property. There are no implied licenses. Neither Party will publish materials referencing the other Party or its Marks without prior written approval (email sufficient), unless authorized by these Program Terms.

4.2 Trademark Licenses. Gusto grants Partner a non-exclusive, limited, revocable, non-sublicensable, non-transferable license during the term to use Gusto Marks provided by Gusto solely for promoting Gusto in accordance with these Program Terms and the Gusto Trademark Use Guidelines at https://gusto.com/legal/terms/tm-use-guide. Partner will not reference Gusto competitors in promotional materials except for accurate comparisons in sales communications. All uses require Gusto's prior written approval. Partner grants Gusto a non-exclusive, fully paid, royalty-free, worldwide, limited, revocable, non-sublicensable, non-transferable license during the term to use Partner Marks provided by Partner solely for promoting Partner in connection with the Program, including in partner directories, marketplace listings, and program communications. All other uses require Partner's prior written approval.

5. Data and Confidentiality

5.1 Confidentiality and Data. Each Party will maintain the other's Confidential Information in strict confidence and will not use or disclose it except as necessary to perform under these Program Terms, as required by law (with reasonable advance notice to the other Party), or to employees, contractors, service providers, and representatives with a need to know who are bound by equivalent obligations. Neither Party will sell the other's data to third parties or allow unauthorized access. Each Party will use the other's data only in accordance with these Program Terms and applicable privacy laws. Gusto owns data about Gusto's customers and users. Partner owns data about Partner Customers. When a Partner Customer signs up for Gusto Services through a Referral Method with the necessary consent, that customer's data becomes Gusto's, governed by Gusto's end user terms and privacy policy.

5.2 Security and Survival. Each Party will maintain commercially reasonable safeguards to protect the other's Confidential Information and will notify the other promptly after any unauthorized access or disclosure of the other’s Confidential Information and will comply with any applicable breach notification laws. Confidentiality obligations survive for five (5) years, or indefinitely for personally identifiable information.

6. Representations, Disclaimers, Liability, and Indemnification

6.1 Representations. Each Party represents that it (a) has the authority to enter into and perform under these Program Terms, (b) will comply with all applicable laws, including data privacy and data protection laws and, with respect to Partner, advertising and endorsement disclosure laws such as FTC guidelines, (c) will not infringe any third party's intellectual property rights, and (d) will not circumvent or manipulate the Referral Methods or attempt to artificially influence Partner Revenue Share.

6.2 Disclaimers and Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY OFFERS ANY WARRANTY, AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. GUSTO'S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY GUSTO TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 Indemnification. Gusto will defend and indemnify Partner from Claims arising from (a) any allegation that the Gusto Services, or Partner's authorized use of Gusto Marks in compliance with these Program Terms, infringes a third party's intellectual property rights, or (b) Gusto's gross negligence, fraud, or willful misconduct. Gusto will have no obligation under (a) if the Claim arises from Partner's modification or misuse of Gusto Marks or use in violation of these Program Terms. Partner will defend and indemnify Gusto from Claims arising from (a) Partner's breach of these Program Terms, or (b) any allegation that Partner's products, services, or Marks infringe a third party's intellectual property rights. The indemnified Party will provide prompt notice, sole control of the defense (provided that Gusto may control its own defense at its sole discretion), and reasonable assistance at the indemnifying Party's expense. The indemnifying Party will not settle in a manner that admits liability for or imposes obligations on the indemnified Party without consent.

7. Term and Termination

These Program Terms are effective upon Partner's acceptance and continue until terminated. Either Party may terminate for convenience with thirty (30) days' prior written notice, or immediately if the other Party materially breaches and fails to cure within thirty (30) days of written notice (if curable), or becomes subject to bankruptcy or insolvency proceedings. Upon termination, Sections 1, 3.5, 3.6, 4, 5, 6, and 8 survive.

8. General

8.1 PartnerPortal. Gusto may provide Partner with access to a partner management portal ("Partner Portal") as part of the Program. Partner is responsible for maintaining the confidentiality and security of its Partner Portal account credentials and for all activity under its account. Partner will ensure that each individual who accesses the Partner Portal through Partner's account is authorized by Partner and complies with these Program Terms. Partner will not (a) permit any unauthorized person to access the Partner Portal, (b) reverse engineer, decompile, or disassemble any part of the Partner Portal, (c) use the Partner Portal to build a competitive product or service, or (d) attempt to gain unauthorized access to the Partner Portal or its underlying systems. Partner grants Gusto a non-exclusive license during the term to use content uploaded by Partner to the Partner Portal solely for operating the Program. Gusto may use de-identified, aggregated data derived from Partner's use of the Partner Portal for analytics, benchmarking, and product improvement, provided such data is not individually identifiable to Partner. Gusto may modify, update, or discontinue the Partner Portal or any of its features at any time. The availability of specific Partner Portal features does not create obligations beyond those stated in these Program Terms.

8.2 Modifications. Gusto may update these Program Terms from time to time. Material changes will be communicated to partners with reasonable notice before the updated terms take effect. Continued participation after the effective date of updated terms constitutes acceptance. Partner may terminate by providing written notice to Gusto before the updated terms take effect.

8.3 GoverningLaw. These Program Terms are governed by the laws of the State of California, excluding conflict of laws principles. Each Party submits to the exclusive jurisdiction of the state and federal courts in San Francisco County, California.

8.4 Assignment. Neither Party may assign these Program Terms without the other Party's prior written consent (email sufficient), except that each Party may assign without consent to a successor to all or substantially all of its business, provided the successor agrees in writing to be bound. No assignment by Partner to a competitor of Gusto is permitted without Gusto's consent. Any other attempted assignment is void.

8.5 Notices. All notices will be sent by email. Notices to Gusto: [email protected]. Notices to Partner: the email address provided at the time of acceptance. Notices are effective on the date sent unless the sender receives an automated non-delivery message.

8.6 Miscellaneous. The Parties are independent contractors; nothing herein creates an employment, partnership, agency, or joint venture relationship. These Program Terms, together with any written agreement between the Parties that expressly incorporates these Program Terms, constitute the complete agreement between the Parties and supersede all prior agreements. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce any provision does not waive future enforcement. No action arising out of these Program Terms may be brought more than one (1) year after the cause of action accrued, except for confidentiality or indemnification claims.