Terms

These Gusto Business Compliance Terms of Service ("GBC Terms"), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms) ("Employer Terms") (collectively, the "Agreement"), set out the terms under which Gusto, Inc. ("Gusto") will provide Employers access to the Gusto Business Compliance Service ("GBC Service") via the Gusto Platform. In the event of a conflict between the GBC Terms and the Employer Terms, the GBC Terms will control with respect to the GBC Service. The GBC Terms are "Additional Terms" as defined in the Employer Terms. Capitalized terms not defined here have the meanings given in the Employer Terms.

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

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

1. GBC Service Description

The GBC Service is a paid service through which Gusto facilitates state and local compliance registrations, filings, and ongoing compliance support for your business. The GBC Service includes the following components:

State Tax Registration. Collection of required information and submission of your business registration with applicable state and local tax agencies, including withholding tax, unemployment insurance, and other employer tax accounts.

Foreign Qualification. Facilitation of filings to register your business entity with the Secretary of State or equivalent authority in states where your business operates but is not yet qualified to do business.

Registered Agent Services. Designation and maintenance of a registered agent for your business in applicable states, provided through a qualified third-party registered agent vendor. See Section 4 for additional terms.

Annual Report Filing. Preparation and submission of annual reports, biennial reports, or similar periodic filings required to maintain your business entity's good standing with applicable state authorities.

Government Mail Monitoring. Receipt, scanning, and delivery of government mail addressed to your business through Gusto's designated mailing address, made available to you within your Gusto account. See Section 5 for additional terms.

Compliance Alerts. Monitoring and notification of upcoming compliance deadlines, filing requirements, and regulatory changes applicable to your business based on information you provide to Gusto.

Compliance Concierge. Access to a Gusto compliance team member ("Concierge") to assist you with the GBC Service. Concierge services are limited to operational support, including filing status updates, scheduling, form completion guidance, document transmission, and platform navigation. The Concierge does not provide legal, tax, or regulatory advice.

The GBC Service covers only the specific registrations, filings, and support functions listed above and does not cover all compliance obligations that may apply to your business, including local business licenses not included in your enrollment, sales tax compliance, corporate income tax compliance. You are solely responsible for ensuring your business complies with all applicable laws and regulations, including obligations not addressed by the GBC Service.

2. Filing Agent Authorization

By enrolling in the GBC Service, you authorize Gusto to act as your filing agent for purposes of the GBC Service. This authorization includes: submitting registrations, filings, and related documentation to applicable state and local agencies on your behalf; designating Gusto's or its third-party vendor's address as your registered agent address and government mailing address with applicable agencies for accounts opened or maintained through the GBC Service; and opening, receiving, scanning, and processing government mail addressed to your business on your behalf, including using information contained in that mail to facilitate your registrations, filings, and account maintenance.

Gusto acts as your filing agent in an administrative capacity only. Gusto does not act as your legal representative, attorney-in-fact, or authorized representative before any government agency for purposes of legal proceedings, audits, appeals, examinations, or other non-ministerial matters.

You may revoke the authorizations granted in this Section 2 at any time by cancelling the GBC Service in accordance with Section 9; provided, however, that revocation does not affect any filing, designation, or action lawfully completed by Gusto prior to the effective date of revocation.

3. Document Preparation

Gusto provides tools and assistance to help you generate and submit filings through the GBC Service. As between Gusto and you, you have exclusive control over and responsibility for the content of all filings and documents submitted through the GBC Service. You are solely responsible for ensuring that all filings are accurate, complete, and legally sufficient, and for confirming that any information, classifications, or elections reflected in such filings are correct prior to submission. Gusto may, but is not obligated to, review filings before submission for quality assurance purposes. Any such review is administrative and does not constitute legal review, legal advice, or a representation that any filing is accurate, legally sufficient, complete, or will be accepted by the applicable government authority.

4. Registered Agent Services

Registered agent services under the GBC Service are provided through a third-party commercial registered agent vendor ("RA Vendor"), which is a Third-Party Vendor subject to Section 7. Your registered agent of record in applicable states will be the RA Vendor, not Gusto directly. Service of process and official government correspondence directed to your registered agent will be received by the RA Vendor and made available to you through your Gusto account. You are responsible for designating a new registered agent if the GBC Service terminates or you cancel registered agent services; failure to do so may result in loss of good standing or other legal consequences.

5. Government Mail and Account Access

To provide mail monitoring under the GBC Service, Gusto may use a designated mailing address or third-party virtual mailbox service to receive and process government mail addressed to your business. By enrolling in the GBC Service, you authorize Gusto to: Set Gusto's or its service provider's designated address as your mailing address with applicable state and local agencies for accounts opened or maintained through the GBC Service; Open, read, scan, and process mail received at that address, and use the contents of that mail to facilitate your filings and account maintenance; and Generate, store, and use state and local agency account credentials created in connection with your GBC Service registrations for the purpose of providing the GBC Service.

You are responsible for reviewing all mail made available to you through the GBC Service and for taking any action required by that mail. Gusto is not responsible for taking action on that mail unless Gusto has specifically agreed to do so as part of the GBC Service.

If the GBC Service terminates for any reason, you are responsible for promptly updating your mailing address and state and local agency account credentials with all applicable agencies so that government correspondence is no longer directed to Gusto's or its service provider's designated address. Gusto will provide reasonable assistance upon request to facilitate that transition but is not responsible for any government mail received, or actions required, after the effective date of termination.

6. Employer Responsibilities

In addition to your obligations under Section 8 of the Employer Terms (including your obligation to provide accurate and complete information, which Gusto relies on to prepare and submit government filings on your behalf), you must review all filings submitted on your behalf and all government correspondence made available to you through the GBC Service, promptly notify Gusto of any errors, and take any action required in response, except where Gusto has specifically agreed to take such action. If the GBC Service terminates or you cancel registered agent services, you must designate a new registered agent in each applicable state before the termination or cancellation takes effect. You are also responsible for updating your government mailing address and state agency account credentials with applicable agencies, as described in Sections 5 and 9.

7. Third-Party Vendors

The GBC Service relies on third-party vendors to provide certain components of the GBC Service, including registered agent services and certain state and local filings (collectively, "Third-Party Vendors"). Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto's reasonable control. If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error. Your use of certain components of the GBC Service may be subject to additional terms imposed by the applicable Third-Party Vendor, which you agree to comply with by enrolling in or continuing to use the affected component.

8. Fees and Payment

The GBC Service Fee is the amount displayed to you at the time of your enrollment in the GBC Service, plus any Filing Fees as described below. By enrolling in the GBC Service, you authorize Gusto to charge your designated Bank Account for the applicable GBC Service Fees and Filing Fees in accordance with Section 10 of the Employer Terms. All fees are exclusive of any applicable sales, use, or similar taxes, which are your responsibility except for taxes based on Gusto's net income. Your GBC Service Fee will be invoiced approximately ninety (90) days after your Enrollment Date. In addition to the GBC Service fee, your enrollment in the GBC Service may result in state or local agency filing fees, registration fees, or similar government charges ("Filing Fees"). Filing Fees are not set by Gusto and are subject to change by the applicable government authority. Gusto will notify you of applicable Filing Fees before they are incurred to the extent known to Gusto at the time of filing. Where Gusto pays Filing Fees on your behalf, those amounts will be invoiced to you.

9. Term and Cancellation

The GBC Service begins on the date of your enrollment in the GBC Service (the "Enrollment Date") and continues for twelve (12) months thereafter (the "Initial Term"). At the end of the Initial Term, the GBC Service will automatically renew for successive twelve (12) month periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") at the then-current GBC Service Fee, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

You may cancel the GBC Service at any time from within your Gusto account. Gusto may terminate or suspend the GBC Service, or any individual component of the GBC Service, in accordance with Section 19 of the Employer Terms.

Upon any termination, cancellation, or non-renewal of the GBC Service, Gusto will use commercially reasonable efforts to complete any filings then in process. You are responsible for any filings that have not yet been initiated, and Gusto will have no obligation to commence such filings. Before termination or cancellation takes effect, you must designate a new registered agent in each applicable state, consistent with your obligations under Section 6, and update your government mailing address and state agency account credentials with applicable agencies as described in Section 5. Gusto is not responsible for any government mail or actions required after the effective date of termination or cancellation. Sections that by their nature should survive termination will survive, including provisions relating to fees, disclaimers, limitations of liability, and general provisions.

10. Disclaimers

THE WARRANTY DISCLAIMERS IN SECTION 20 OF THE EMPLOYER TERMS APPLY IN FULL TO THE GBC SERVICE. IN ADDITION TO THOSE DISCLAIMERS: GUSTO DOES NOT WARRANT THAT THE GBC SERVICE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE. GUSTO DOES NOT WARRANT THAT ANY FILING OR SUBMISSION MADE THROUGH THE GBC SERVICE WILL BE ACCEPTED, APPROVED, OR PROCESSED BY ANY GOVERNMENT AUTHORITY, OR WITHIN ANY PARTICULAR TIMEFRAME.

GUSTO MAKES NO WARRANTY REGARDING THE ACTS OR OMISSIONS OF ANY GOVERNMENT AUTHORITY, THE RA VENDOR, OR ANY OTHER THIRD-PARTY VENDOR, OR REGARDING THE LEGAL SUFFICIENCY, ACCURACY, OR COMPLETENESS OF ANY FILING, ALERT, OR COMMUNICATION PROVIDED THROUGH THE GBC SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

Gusto is not responsible or liable for: (a) the rejection, delay, or denial of any filing by a government authority; (b) any government agency system outage, error, or unavailability; (c) any inaccuracy in information you provided; (d) your failure to maintain a valid registered agent designation; (e) changes in applicable law or government requirements that affect the scope or availability of the GBC Service; or (f) any other matter outside Gusto's reasonable control, including acts of God, changes in law, pandemics, or acts or omissions of third parties.

THE LIMITATION OF LIABILITY PROVISIONS IN SECTION 22 OF THE EMPLOYER TERMS, INCLUDING THE EXCLUSION OF INCIDENTAL, SPECIAL, AND CONSEQUENTIAL DAMAGES, APPLY IN FULL TO THE GBC SERVICE.

Gusto's maximum aggregate liability for any claim arising out of or related to the GBC Service is limited to amounts actually paid by you for the GBC Service in the six (6) months immediately preceding the claim.

12. Modifications

Gusto may modify these GBC Terms or change, suspend, or discontinue any component of the GBC Service at any time, in accordance with Section 23 of the Employer Terms. Gusto will provide notice of material modifications by posting the updated GBC Terms on the Gusto website, by email, or through the Gusto Platform. Your continued use of the GBC Service after the effective date of any modification constitutes acceptance of the modified GBC Terms. If you do not agree to a modification, you may cancel the GBC Service in accordance with Section 9 before the effective date of the modification.