These Gusto Cofounder Terms of Service ("Cofounder Terms"), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms) ("Employer Terms") and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) ("Payroll Terms") (collectively, the "Cofounder Agreement"), set out the terms under which Gusto, Inc. ("Gusto") will provide Employer access to Gusto Cofounder ("Cofounder"). In the event of any conflict between the Cofounder Terms and the Employer Terms or the Payroll Terms, the Cofounder Terms will control with respect to Cofounder. The Cofounder Terms are "Additional Terms" as defined in the Employer Terms. Capitalized terms not defined in these Cofounder Terms have the meaning ascribed to them in the Employer Terms or Payroll Terms, as applicable.

By accessing or using Cofounder, or by clicking the applicable button, you represent that you are authorized to bind Employer to this Cofounder Agreement and that Employer agrees to its terms.

THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN BY REFERENCE WITH FULL EFFECT.

1. Cofounder

1.1 Overview. Cofounder is an artificial intelligence ("AI")-powered workflow automation Service that enables Employers to build, configure, and run automated workflows ("Automations") connected to or within their Employer Account. Cofounder allows Employer to interact with Employer Data in its Employer Account, take actions within the Platform, and, through supported Third-Party Connectors as described in Section 5 of these Cofounder Terms, connect to and take actions within certain third-party platforms, in each case through an AI-driven interface. Employer may interact with Cofounder through the Cofounder application interface and, where enabled by Employer, through certain third-party messaging tools as further described in Section 6 below. Gusto may add, modify, limit, suspend, or remove features, functionality, integrations, or capabilities of Cofounder at any time and without notice.

1.2 Integration with the Platform. Actions taken through Cofounder that affect Employer's Employer Account are reflected in the Platform in near real time. Employer understands that actions taken, authorized or confirmed through Cofounder constitute Authorized Actions as defined in the Employer Terms and are subject to all applicable provisions of the Employer Terms and Payroll Terms governing Authorized Actions, including Employer's responsibility for the accuracy and legality of information entered into the Platform and Services.

2. Access and Authorized Users

2.1 Administrator Access. Access to Cofounder is available to Employers as part of their Employer Account and is limited to Employer's Administrators who have been granted access to Cofounder. Gusto reserves the right to limit or restrict access to Cofounder, at any time in its sole discretion. Employer is responsible for all use of Cofounder by its Administrators and for ensuring that all Administrators comply with this Cofounder Agreement.

3.2 No Sharing or Transfer. Employer may not share, transfer, or sublicense its access to Cofounder to any person who is not an Administrator on the Employer Account.

3. Automations and Agentic Actions

3.1 Automations. Cofounder enables Employer to configure Automations that instruct Cofounder to take certain actions on Employer's behalf, including actions within the Platform and within Employer’s connected third-party accounts. Automations may be configured to run on a schedule, triggered by an event, or initiated by Employer on demand. Employer should test Automations with limited scope before activating them for recurring or broader use.

3.2 Employer Authorization. All Automations and actions taken by Cofounder at Employer's direction or pursuant to Employer's configuration constitute Authorized Actions under the Employer Terms. Employer bears sole responsibility for the configuration of each Automation, including the accuracy of the Employer Data, instructions, and inputs on which the Automation operates, and for the consequences of any action taken by Cofounder on Employer's behalf.

Certain categories of actions that Cofounder may take on Employer's behalf may require Employer to download the Gusto mobile application or complete other configuration steps. Employer is solely responsible for monitoring Automations, including pending Confirmed Actions and for the consequences of any approvals of all Automations and Confirmed Actions.

3.3 Member-Facing Communications. Cofounder may be configured to send certain communications to Employer's Members ("Member Communications"). Employer is solely responsible for the accuracy, legality, and appropriateness of all Member Communications sent through Cofounder, including automated Member Communications.

4. Inputs, Outputs, and Materials

4.1 Definitions. Information or content Employer submits to Cofounder (including instructions, prompts, data uploads, and Automation configurations) constitutes "Inputs." Content generated by Cofounder in response to Employer's Inputs (including reports, summaries, drafted documents, recommendations, and action confirmations) constitutes "Outputs." Inputs and Outputs together constitute "Materials." Inputs constitute Employer Data as defined in the Employer Terms and are subject to all applicable provisions of the Employer Terms and the Employer DPA governing Employer Data. Outputs constitute Gusto Content as defined in the Employer Terms and are subject to all applicable provisions of the Employer Terms governing Gusto Content.

4.2 Employer Representations. By submitting Inputs to Cofounder, Employer represents and warrants that: (a) Employer has received all required rights, licenses, consents, and authorizations to use and make available any Employer Data submitted to Cofounder via the Employer Account, consistent with Employer's representations in the Employer Terms; (b) the Inputs do not violate this Cofounder Agreement, the AUP, or any applicable law or regulation; and (c) Employer has sole responsibility for the accuracy, quality, completeness, and legality of all Inputs, including any personal information of Members or other individuals included therein.

4.3 Output Accuracy. Gusto does not guarantee the accuracy, completeness, or currency of any Output generated by Cofounder. Given the probabilistic nature of machine learning and AI, Cofounder may generate erroneous, incomplete, outdated, or inconsistent Outputs. Employer should not rely on any Output without independently verifying its accuracy and completeness. Outputs may not be unique; the same or similar Output may be generated for other users of the Platform. Outputs referencing third parties do not constitute an endorsement by Gusto.

Employer understands and agrees that Outputs in the form of documents are draft only, have not been reviewed by legal counsel or other professional advisors, and must be reviewed and approved by Employer before use or distribution. Employer should not share or distribute any Output without first reviewing it for accuracy and seeking qualified professional advice where appropriate.

4.4 No Professional Advice. Without limiting the Employer Terms, Cofounder does not provide, is not intended to provide, and should not be used as a substitute for, professional advice of any kind, including legal, tax, HR, or financial advice.

5. Third-Party Connectors

5.1 Overview. Cofounder supports integration with certain third-party platforms through connectors ("Third-Party Connectors") that enable Cofounder to access, read, and in some cases write to or take actions within Employer's accounts on those platforms. Third-Party Connectors are distinct from Third-Party Services as defined in the Employer Terms. Certain Third-Party Connectors are built and maintained by Gusto or its designated partners ("Gusto-Curated Connectors"). Gusto may modify or update the availability or functionality of any Gusto-Curated Connector at any time.

Cofounder also supports connections through the Model Context Protocol ("MCP"), including to third-party MCP servers not built or maintained by Gusto ("Third-Party MCP Connectors"). Where Employer configures a connection to a Third-Party MCP Connector, Employer acknowledges that:

(a) Gusto has not reviewed, vetted, or approved the third-party MCP server or its operator;

(b) Gusto does not control the security posture, terms of service, Employer Data handling practices, or availability of any Third-Party MCP Connector;

(c) Employer Data (including personal information of Members) may be transmitted to and processed by the third-party MCP server in connection with the Automation; and

(d) Employer assumes all risk associated with connecting to and using Third-Party MCP Connectors, and waives and releases any Claim against the Indemnified Parties (as defined in the Employer Terms) arising out of a Third-Party MCP Connector's access to or use of Employer Data.

Before connecting to a Third-Party MCP Connector, Employer is responsible for reviewing and complying with the terms of service, privacy policies, and data handling requirements of the applicable third-party platform and MCP server operator. Gusto expressly disclaims all liability for any act or omission of a Third-Party MCP Connector or its operator. Gusto's support for any Third-Party Connector does not constitute an endorsement or recommendation of the applicable third-party platform or its products or services.

5.2 Connector Authorization. Employer must affirmatively authorize each Third-Party Connector before it is activated. Employer may revoke Connector access at any time from within Cofounder settings, but Employer is solely and separately responsible for revoking any OAuth or other access permissions directly with the applicable third-party platform.

5.3 Employer Responsibility for Third-Party Platform Compliance. Gusto does not represent that automated AI agent access to third-party platforms via MCP or OAuth is permitted under the terms of service of any third-party platform, and Employer should independently confirm such permission before enabling any Third-Party Connector.

5.4 Shared Employer Data. Employer Data transmitted to or accessed by a Third-Party Connector at Employer's direction constitutes Shared Employer Data as defined in the Employer Terms. By enabling a Third-Party Connector, Employer: (i) represents it has obtained all legal rights to share the applicable Employer Data; (ii) assumes all risks related to such Shared Employer Data; (iii) acknowledges it is solely responsible for the accuracy of such Shared Employer Data; and (iv) agrees it is solely responsible for the lawfulness of sharing such Shared Employer Data with the applicable third-party platform.

6. Messaging Channels

6.1 Optional Channels. Employer may enable Cofounder to communicate via third party text messaging platforms, including ("Messaging Channels"). Certain Cofounder features may not be available via Messaging Channels.

6.2 Message Types. Messages sent by Cofounder through Messaging Channels may include: (a) transactional and operational messages relating to the execution or status of Automations; (b) alerts and notifications regarding Employer's Employer Account or pending Confirmed Actions; (c) responses to Employer-initiated messages or commands; and (d) where separately consented to, informational or promotional messages about Cofounder or other Services. Employer's opt-in to receive operational and transactional messages does not constitute consent to receive marketing or promotional messages.

6.3 Data Sensitivity Over Messaging Channels. Employer acknowledges that: (a) Gusto is not responsible for the security of Messaging Channels enabled or provided by third parties, and that such third party security standards may not be equivalent to Gusto’s systems; (b) Gusto may limit the categories of Employer Data that Cofounder will transmit via Messaging Channels. Employer should exercise caution when using Messaging Channels to initiate or approve Automations or transmit or share Employer Data and Employer understands and agrees that Employer does so at its own risk.

6.4 Authentication. Employer's use of a Messaging Channel may be linked to a verified phone number or third party platform account associated with Employer's authenticated Employer Account. Employer is solely responsible for ensuring that the linked phone number or third party account remains secure and under Employer's control and for notifying Gusto promptly if it does not. All Automations or actions taken through a Messaging Channel will constitute Authorized Actions.

6.5 Messaging Channel Policy. Employer's use of Cofounder via certain Messaging Channels may be subject to such Messaging Channels’ terms of service and privacy or usage policies, as amended from time to time. Employer understands Gusto is not responsible for those terms or policies, and agrees that Employer is solely responsible for its own compliance with those terms policies in connection with its use of Cofounder.

6.6 SMS. Messaging Channels may include SMS or RCS. Employer must opt in to SMS before Cofounder will send any messages through that Messaging Channel. Opt-in constitutes Employer's consent to receive automated messages from Gusto via SMS. Employer may opt out at any time by: (a) texting STOP (or any other recognized opt-out keyword) in response to any Cofounder SMS message; (b) disabling the Messaging Channel within Cofounder settings; or (c) contacting Gusto Customer Support, as applicable. Standard message and data rates may apply to messages sent and received via SMS depending on Employer's carrier plan. Gusto is not responsible for any charges assessed by Employer's carrier.

7. Privacy and Data Use

Where Gusto processes personally identifiable information in the provision of Cofounder to Employer, Employer acknowledges that Gusto is acting on Employer’s behalf and that Employer determines the means and purposes of the processing. If you are subject to applicable US state data privacy laws and you are a (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, or (ii) a “controller” and we process “personal data” (as those or similar terms are defined by applicable US state data privacy laws) on your behalf; we will use or process your personal data in accordance with our Employer Data Processing Agreement, which is incorporated herein by reference.

8. Acceptable Use

Employer will at all times comply with Gusto's Acceptable Use Policy, available at gusto.com/legal/terms/acceptable-use. In addition, Employer will not, and will not allow, instruct, authorize, or induce any Administrator, Member, or other person or automated system to:

(a) use Cofounder to take actions on the Employer Account or on Employer Data for which Employer does not have authorization;

(b) use Cofounder to generate, distribute, or act on Outputs that contain or promote hate, harassment, violence, illegal content, or content harmful to Members or third parties;

(c) misrepresent Outputs as having been prepared or reviewed by a human professional;

(d) attempt to circumvent, disable, or interfere with Cofounder's Confirmed Action confirmation, authentication, or safety mechanisms;

(e) use Cofounder in a way that would violate the terms of service of any third-party platform connected through a Third-Party Connector;

(f) automatically or programmatically extract Employer Data or Outputs from Cofounder outside of supported integrations or Platform features; or

(g) use Cofounder to develop or improve a competing AI workflow automation product or service.

9. Service Fees

Gusto reserves the right to introduce Service Fees for Cofounder at any time. If Employer does not wish to incur Service Fees following a transition to paid access, Employer may discontinue use of Cofounder at that time.

10. Feedback

As a condition of Employer's access to Cofounder, Employer agrees to provide Gusto with good-faith, timely feedback on Employer's experience with Cofounder ("Feedback"). Gusto may specify the format and frequency of Feedback. Employer hereby grants Gusto a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate any Feedback into the Platform, Services, or other Gusto products without restriction and without any obligation of compensation or attribution to Employer.

11. Modifications

Gusto may update these Cofounder Terms at any time by posting revised terms on Gusto's website or notifying Employer through the Platform. Employer's continued use of Cofounder following notification of modifications constitutes Employer's acceptance of the revised Cofounder Terms.

12. Suspension and Termination

12.1 Gusto's Rights. Gusto reserves the right to suspend or terminate Employer's access to Cofounder, with or without notice, if: (a) Employer violates this Cofounder Agreement, the Employer Terms, the Payroll Terms, or the AUP; (b) Employer's use of Cofounder could cause harm to Gusto, Employer's Members, other Employers, or any third party; (c) Employer's Employer Account is suspended or terminated; or (d) Gusto determines, in its sole discretion, that suspension or termination is necessary for legal, compliance, security, or operational reasons.

12.2 Effect of Termination. Upon termination of Employer's Cofounder access: (a) all active Automations will cease to run; (b) Employer will lose access to Cofounder; and (c) Employer remains responsible for reviewing its Employer Account to confirm that no incomplete or pending Automation actions remain outstanding. Gusto is not responsible for any incomplete Automation execution resulting from the termination of Employer's Cofounder access.

12.3 Employer Termination. Employer may discontinue use of Cofounder at any time or terminate access by contacting Gusto’s Customer Support team. Employer is responsible for deactivating all active Automations prior to discontinuing use.

13.4 Survival. Sections 4, 7, 10, 13, 14, and 15 of these Cofounder Terms will survive any termination.

13. Disclaimer of Warranties

WITHOUT LIMITING THE WARRANTY DISCLAIMER PROVISIONS OF THE EMPLOYER TERMS, EMPLOYER UNDERSTANDS AND AGREES AS FOLLOWS: COFOUNDER IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. GUSTO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, DATA LOSS, OR ACCURACY OR COMPLETENESS OF OUTPUTS. GUSTO DOES NOT WARRANT THAT COFOUNDER WILL BE AVAILABLE, UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE SUITABLE FOR EMPLOYER'S PURPOSE. EMPLOYER AGREES THAT ITS USE OF COFOUNDER AND ALL OUTPUTS GENERATED THEREBY IS AT EMPLOYER'S OWN RISK, AND THAT EMPLOYER WILL NOT RELY ON ANY OUTPUT AS A SUBSTITUTE FOR QUALIFIED PROFESSIONAL ADVICE. NO GUSTO AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS TO THIS WARRANTY.

14. Limitation of Liability

WITHOUT LIMITING THE LIMITATION OF LIABILITY PROVISIONS OF THE EMPLOYER TERMS, IN NO EVENT WILL GUSTO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH COFOUNDER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM: (I) ERRORS IN OR RELIANCE ON OUTPUTS; (II) ACTIONS TAKEN BY EMPLOYER IN RELIANCE ON AI-GENERATED GUIDANCE; (III) AUTHORIZED ACTIONS TAKEN PURSUANT TO AUTOMATION CONFIGURATIONS OR CONFIRMED ACTION APPROVALS; (IV) EMPLOYER DATA TRANSMITTED TO OR PROCESSED BY THIRD-PARTY CONNECTORS OR THIRD-PARTY MCP CONNECTORS; OR (V) INTERRUPTION OR DISCONTINUATION OF COFOUNDER.

15. Indemnification

Without limiting the indemnification obligations set forth in the Employer Terms, Employer will indemnify, defend, and hold harmless the Indemnified Parties (as defined in the Employer Terms) from and against any Claims (as defined in the Employer Terms) arising out of or in connection with: (a) Employer's configuration or use of any Automation, including any Confirmed Action approved by Employer; (b) Employer's use of or connection to any Third-Party Connector or Third-Party MCP Connector; (c) Member Communications sent by Cofounder at Employer's direction or pursuant to Employer's Automation configuration; (d) Employer's violation of this Cofounder Agreement; or (e) Shared Employer Data transmitted through any Third-Party Connector.

16. General

Nothing in these Cofounder Terms creates a partnership, joint venture, employment, or agency relationship between Employer and Gusto. These Cofounder Terms, together with the Employer Terms, Payroll Terms, Employer DPA, and AUP, constitute the entire agreement between Employer and Gusto with respect to Cofounder and supersede all prior agreements, representations, and understandings relating to the subject matter hereof. If any provision of these Cofounder Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue with full force and effect.