Gusto
Terms
Contracts
- Terms of Service
- Terms for Promotional Offers & Discounts
- Gusto Cookie Policy
- Accountant Program Terms of Service
- Human Resources Service Terms
- Health Insurance Benefits Service Terms
- Tax-Advantaged Accounts Service Terms
- Workers’ Compensation Insurance Terms
- R&D Tax Credit Redemption Service Terms
- R&D Tax Credit Services Terms
- State Registration Agreement
- International Contractor Payments Service Terms
- Background Checks Terms of Service
- Kiosk Service Terms
- Tax Form Printing & Mailing Terms
- Accessibility Statement
- R&D Tax Credit Services Referral Partner Program
- Developer Terms of Service
- Check Mailing and Printing Terms
- Privacy Policy
- Payroll Service Terms
Terms of Service
Effective October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
| Service Plan | Service Terms |
| Core | Payroll Service Terms and Human Resources Service Terms |
| Complete | Payroll Service Terms and Human Resources Service Terms |
| Concierge | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Select | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Simple | Payroll Service Terms |
| Plus | Payroll Service Terms |
| Plus with HR Add-Ons | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Premium | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
| Add-on Service | Service Terms |
| Health Insurance Benefits Service | Health Insurance Benefits Service Terms |
| Tax-Advantaged Accounts Service | Tax-Advantaged Accounts Service Terms |
| Workers’ Compensation Service | Workers’ Compensation Service Terms |
| International Contractor Payments Service | International Contractor Payments Service Terms |
| R&D Tax Credit Redemption Service | R&D Tax Credit Redemption Service Terms |
| State Tax Registration Service | State Tax Registration Service Terms |
| Background Checks Beta | Background Checks Beta Terms |
| Gusto R&D Tax Credit Services | Gusto R&D Tax Credit Services Terms |
| Human Resources Service | Human Resources Service Terms |
| HR Support Center Service | HR Support Center Terms |
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
6. Privacy Policy
Please refer to Gusto’s Privacy Policy for 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.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
13. General Prohibitions
User agrees not to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent;
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
| Service Plan | Service Terms |
| Core | Payroll Service Terms and Human Resources Service Terms |
| Complete | Payroll Service Terms and Human Resources Service Terms |
| Concierge | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Select | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Simple | Payroll Service Terms |
| Plus | Payroll Service Terms |
| Plus with HR Add-Ons | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Premium | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
| Add-on Service | Service Terms |
| Health Insurance Benefits Service | Health Insurance Benefits Service Terms |
| Tax-Advantaged Accounts Service | Tax-Advantaged Accounts Service Terms |
| Workers’ Compensation Service | Workers’ Compensation Service Terms |
| International Contractor Payments Service | International Contractor Payments Service Terms |
| R&D Tax Credit Redemption Service | R&D Tax Credit Redemption Service Terms |
| State Tax Registration Service | State Tax Registration Service Terms |
| Background Checks Beta | Background Checks Beta Terms |
| Gusto R&D Tax Credit Services | Gusto R&D Tax Credit Services Terms |
| Human Resources Service | Human Resources Service Terms |
| HR Support Center Service | HR Support Center Terms |
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
6. Privacy Policy
Please refer to Gusto’s Privacy Policy for 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.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
13. General Prohibitions
User agrees not to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent;
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
| Service Plan | Service Terms |
| Core | Payroll Service Terms and Human Resources Service Terms |
| Complete | Payroll Service Terms and Human Resources Service Terms |
| Concierge | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Select | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Simple | Payroll Service Terms |
| Plus | Payroll Service Terms |
| Plus with HR Add-Ons | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Premium | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
| Add-on Service | Service Terms |
| Health Insurance Benefits Service | Health Insurance Benefits Service Terms |
| Tax-Advantaged Accounts Service | Tax-Advantaged Accounts Service Terms |
| Workers’ Compensation Service | Workers’ Compensation Service Terms |
| International Contractor Payments Service | International Contractor Payments Service Terms |
| R&D Tax Credit Redemption Service | R&D Tax Credit Redemption Service Terms |
| State Tax Registration Service | State Tax Registration Service Terms |
| Background Checks Beta | Background Checks Beta Terms |
| Gusto R&D Tax Credit Services | Gusto R&D Tax Credit Services Terms |
| Human Resources Service | Human Resources Service Terms |
| HR Support Center Service | HR Support Center Terms |
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
6. Privacy Policy
Please refer to Gusto’s Privacy Policy for 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.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
13. General Prohibitions
User agrees not to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent;
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
	
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
	
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
						
| Service Plan | 				Service Terms | 			
| Core | 				Payroll Service Terms and Human Resources Service Terms | 			
| Complete | 				Payroll Service Terms and Human Resources Service Terms | 			
| Concierge | 				Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms | 			
| Select | 				Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms | 			
| Simple | 				Payroll Service Terms | 			
| Plus | 				Payroll Service Terms | 			
| Plus with HR Add-Ons | 				Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms | 			
| Premium | 				Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms | 			
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
						
| Add-on Service | 				Service Terms | 			
| Health Insurance Benefits Service | 				Health Insurance Benefits Service Terms | 			
| Tax-Advantaged Accounts Service | 				Tax-Advantaged Accounts Service Terms | 			
| Workers’ Compensation Service | 				Workers’ Compensation Service Terms | 			
| International Contractor Payments Service | 				International Contractor Payments Service Terms | 			
| R&D Tax Credit Redemption Service | 				R&D Tax Credit Redemption Service Terms | 			
| State Tax Registration Service | 				State Tax Registration Service Terms | 			
| Background Checks Beta | 				Background Checks Beta Terms | 			
| Gusto R&D Tax Credit Services | 				Gusto R&D Tax Credit Services Terms | 			
| Human Resources Service | 				Human Resources Service Terms | 			
| HR Support Center Service | 				HR Support Center Terms | 			
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
	
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
	
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
	
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
	
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
	
6. Privacy Policy
	
Please refer to Gusto’s Privacy Policy for 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.
	
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
	
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
	
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
	
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
	
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
	
13. General Prohibitions
User agrees not to take any of the following actions:
- 	
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device; 	
- Use the Services other than as authorized in this Agreement; 	
- Resell, sublicense, timeshare, or otherwise share the Services with any third party; 	
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent; 	
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers; 	
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services; 	
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure; 	
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; 	
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent; 	
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures; 	
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content; 	
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers; 	
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; 	
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services; 	
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent; 	
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement; 	
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information; 	
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content; 	
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content; 	
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; 	
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; 	
- Impersonate or misrepresent User’s affiliation with any person or entity; 	
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; 	
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or 	
- Encourage, assist, or enable any other individual to do any of the foregoing.
	
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
	
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
	
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
	
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
	
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
	
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
	
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
	
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
	
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
	
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
	
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
	
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
	
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
	
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
	
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
	
	
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
| Service Plan | Service Terms |
| Core | Payroll Service Terms and Human Resources Service Terms |
| Complete | Payroll Service Terms and Human Resources Service Terms |
| Concierge | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Select | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Simple | Payroll Service Terms |
| Plus | Payroll Service Terms |
| Plus with HR Add-Ons | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Premium | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
| Add-on Service | Service Terms |
| Health Insurance Benefits Service | Health Insurance Benefits Service Terms |
| Tax-Advantaged Accounts Service | Tax-Advantaged Accounts Service Terms |
| Workers’ Compensation Service | Workers’ Compensation Service Terms |
| International Contractor Payments Service | International Contractor Payments Service Terms |
| R&D Tax Credit Redemption Service | R&D Tax Credit Redemption Service Terms |
| State Tax Registration Service | State Tax Registration Service Terms |
| Background Checks Beta | Background Checks Beta Terms |
| Gusto R&D Tax Credit Services | Gusto R&D Tax Credit Services Terms |
| Human Resources Service | Human Resources Service Terms |
| HR Support Center Service | HR Support Center Terms |
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
6. Privacy Policy
Please refer to Gusto’s Privacy Policy for 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.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
13. General Prohibitions
User agrees not to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent;
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
Effective September 29, 2023 to October 19, 2023
DownloadTable of Contents
Terms of Service Agreement
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Gusto, Inc. and its subsidiaries and affiliates (collectively, “Gusto”). This Agreement contains the terms and conditions that govern the use of Gusto’s all-in-one HR platform (the “Platform”). Gusto directly, and through its website (https://gusto.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://gusto.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these 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 this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Gusto through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Gusto’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Gusto may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
| Service Plan | Service Terms |
| Core | Payroll Service Terms and Human Resources Service Terms |
| Complete | Payroll Service Terms and Human Resources Service Terms |
| Concierge | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Select | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Simple | Payroll Service Terms |
| Plus | Payroll Service Terms |
| Plus with HR Add-Ons | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
| Premium | Payroll Service Terms, Human Resources Service Terms, and HR Support Center Terms |
If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:
| Add-on Service | Service Terms |
| Health Insurance Benefits Service | Health Insurance Benefits Service Terms |
| Tax-Advantaged Accounts Service | Tax-Advantaged Accounts Service Terms |
| Workers’ Compensation Service | Workers’ Compensation Service Terms |
| International Contractor Payments Service | International Contractor Payments Service Terms |
| R&D Tax Credit Redemption Service | R&D Tax Credit Redemption Service Terms |
| State Tax Registration Service | State Tax Registration Service Terms |
| Background Checks Beta | Background Checks Beta Terms |
| Gusto R&D Tax Credit Services | Gusto R&D Tax Credit Services Terms |
| Human Resources Service | Human Resources Service Terms |
| HR Support Center Service | HR Support Center Terms |
Gusto’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://gusto.com/product/pricing, and User authorizes Gusto to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, Gusto may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method Gusto may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Gusto may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Gusto reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If Gusto is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
3. Switching Service Plans
Gusto currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://gusto.com/product/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Gusto (an “Account”). User hereby authorizes Gusto to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
6. Privacy Policy
Please refer to Gusto’s Privacy Policy for 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.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Gusto reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Gusto to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Gusto provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Gusto. Gusto reserves the right to prevent access to the Services if Gusto has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Gusto with the information required for Gusto to perform the Services. User may furnish such information directly to Gusto or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Gusto that for any information that User shares with Gusto, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Gusto, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Gusto, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Gusto.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Gusto (or otherwise made available to User by Gusto) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Gusto of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Gusto.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Gusto of any third-party notices that User may receive which could affect Gusto’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Gusto in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Gusto by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a Gusto Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Gusto permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Gusto may ask for User’s name, address, date of birth, social security number, and other information that will allow Gusto to identify User. Gusto may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes Gusto to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. Gusto may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Gusto is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources
Through the Platform, User will be able to elect to receive services from partners of Gusto (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. Gusto is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Gusto to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to Gusto in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Gusto and for Gusto to provide it to Partners, and that Gusto’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Gusto to submit User’s Shared Information to a Partner, User has waived and released any Claim against Gusto and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. Gusto provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Gusto provides to User via the Services shall constitute Gusto Content (as defined below) hereunder. Gusto does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Gusto a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Gusto the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Gusto has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. Gusto is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Gusto’s Intellectual Property Rights
“Gusto Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Gusto, other than User Content. User Content and Gusto Content shall be collectively referred to herein as “Content.” Gusto and its licensors exclusively own all worldwide right, title, and interest in and to the Gusto Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Gusto IP”). User acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Gusto Content. This Agreement does not convey any proprietary interest in or to any Gusto IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Gusto Content (“Feedback”) is given entirely voluntarily and Gusto will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Gusto in response to any surveys Gusto conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Gusto grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Gusto Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS/MMS Messages About User’s Account
Gusto will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with Gusto’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Gusto will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.
13. General Prohibitions
User agrees not to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Gusto Content or any individual element within the Site, Platform, or Services, including Gusto’s name and any Gusto trademark, logo, or other proprietary information, in each case, without Gusto’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Gusto’s computer systems, or the technical delivery systems of Gusto’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Gusto in Gusto’s sole discretion) an unreasonable or disproportionately large load on Gusto’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or “scrape” any Content from the Platform or Services (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Gusto’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Gusto’s express written consent;
- Attempt to probe, scan, or test the vulnerability of any Gusto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Gusto or any of Gusto’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Gusto or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Gusto trademark, logo, URL, or product name without Gusto’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Gusto’s Rights to Monitor User Content and Conduct
Although Gusto is not obligated to monitor access to or use of User Content or to review or edit any User Content, Gusto has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Gusto reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Gusto, at Gusto’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Gusto has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Gusto believes could affect the Platform, Services, or Content, including violations of this Agreement. Gusto may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Gusto provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Gusto has no responsibility or liability with respect to such matter.
Gusto has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Gusto makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Gusto Makes No Representations Regarding Platform Availability
Gusto makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GUSTO IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Gusto is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Gusto via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Gusto’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Gusto’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES. GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GUSTO EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Gusto’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Gusto reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Gusto will attempt to correct the Resulting Error, but Gusto makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Gusto does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Gusto will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Gusto works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
19. Indemnity
User will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Gusto or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Gusto or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
20. Limitation of Liability
Gusto is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Gusto with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s instructions with respect to the Services.
NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUSTO AND USER.
21. Duty to Mitigate
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Gusto or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Gusto may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 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 any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Gusto has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Gusto determines that User’s actions are likely to cause legal liability for or material negative impact to Gusto; (iii) Gusto believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Gusto has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Gusto providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Gusto strives to support a multitude of business and organization types, in certain unique situations, if Gusto cannot support the payroll-related filings for User’s business or organization type, Gusto may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or Gusto’s rights with respect to transactions which occurred before termination. Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Gusto will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (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 13 of this Agreement.
23. Changes to the Agreement, Platform, or Service
Gusto may modify the Agreement at any time, in Gusto’s sole discretion. If Gusto does so, Gusto shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Gusto modifies it because if User continues to use the Platform or Services after Gusto has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Gusto that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Gusto may change or discontinue all or any part of the Platform, Services, or Gusto Content at any time and without notice, at Gusto’s sole discretion.
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Gusto. A single arbitrator will be mutually selected by Gusto and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Gusto and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Gusto. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Gusto may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Gusto (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Gusto in such courts.
User and Gusto agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Gusto Is Not Responsible for Things Gusto Cannot Control
Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Gusto cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Gusto and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Gusto may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If User has any questions about this Agreement, the Platform, or the Services, User may contact Gusto at [email protected] or (855) 546-1818. Gusto, the provider of the Services, is located at 525 20th Street San Francisco, CA 94107. If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210
Terms for Promotional Offers & Discounts
Effective October 20, 2023
DownloadTable of Contents
Last updated: February 27, 2023
The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. In addition, the Terms listed below apply to each promotion and/or discount as indicated. Capitalized terms below have the meanings given to them in the Gusto Terms of Service.
To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries.
Gusto has two types of Offers:
- Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent.
- Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll).
Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. In some cases, an Offer may apply to multiple consecutive invoices. In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met.
Offers cannot be combined or “stacked” unless otherwise indicated. If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms:
- Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product);
- In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount.
For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity.
Offers cannot be redeemed for cash or cash equivalent. Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. Offers cannot be applied retroactively to prior invoices. All Gusto Offers, products and Services are subject to availability. Gusto reserves the right to modify or cancel an Offer at any time. Offers are void where restricted or prohibited by law. Gusto’s computer is the official date/time keeping device for all Offers. Gusto may change or update these Terms at any time. You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer.
Effective October 20, 2023 to October 20, 2023
DownloadTable of Contents
Last updated: February 27, 2023
The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. In addition, the Terms listed below apply to each promotion and/or discount as indicated. Capitalized terms below have the meanings given to them in the Gusto Terms of Service.
To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries.
Gusto has two types of Offers:
- Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent.
- Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll).
Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. In some cases, an Offer may apply to multiple consecutive invoices. In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met.
Offers cannot be combined or “stacked” unless otherwise indicated. If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms:
- Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product);
- In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount.
For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity.
Offers cannot be redeemed for cash or cash equivalent. Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. Offers cannot be applied retroactively to prior invoices. All Gusto Offers, products and Services are subject to availability. Gusto reserves the right to modify or cancel an Offer at any time. Offers are void where restricted or prohibited by law. Gusto’s computer is the official date/time keeping device for all Offers. Gusto may change or update these Terms at any time. You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer.
Effective October 19, 2023 to October 20, 2023
DownloadTable of Contents
Last updated: February 27, 2023
The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. In addition, the Terms listed below apply to each promotion and/or discount as indicated. Capitalized terms below have the meanings given to them in the Gusto Terms of Service.
To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries.
Gusto has two types of Offers:
- Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent.
- Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll).
Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. In some cases, an Offer may apply to multiple consecutive invoices. In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met.
Offers cannot be combined or “stacked” unless otherwise indicated. If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms:
- Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product);
- In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount.
For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity.
Offers cannot be redeemed for cash or cash equivalent. Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. Offers cannot be applied retroactively to prior invoices. All Gusto Offers, products and Services are subject to availability. Gusto reserves the right to modify or cancel an Offer at any time. Offers are void where restricted or prohibited by law. Gusto’s computer is the official date/time keeping device for all Offers. Gusto may change or update these Terms at any time. You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer.
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
Last updated: February 27, 2023
The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. In addition, the Terms listed below apply to each promotion and/or discount as indicated. Capitalized terms below have the meanings given to them in the Gusto Terms of Service.
To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries.
Gusto has two types of Offers:
- Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent.
- Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll).
Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. In some cases, an Offer may apply to multiple consecutive invoices. In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met.
Offers cannot be combined or “stacked” unless otherwise indicated. If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms:
- Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product);
- In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount.
For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity.
Offers cannot be redeemed for cash or cash equivalent. Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. Offers cannot be applied retroactively to prior invoices. All Gusto Offers, products and Services are subject to availability. Gusto reserves the right to modify or cancel an Offer at any time. Offers are void where restricted or prohibited by law. Gusto’s computer is the official date/time keeping device for all Offers. Gusto may change or update these Terms at any time. You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer.
Effective October 13, 2023 to October 19, 2023
DownloadTable of Contents
Terms for Gusto’s Promotional Offers & Discounts
Last updated: February 27, 2023
The Gusto Terms of Service and Privacy Policy apply for all promotions, discounts, and use of the Gusto Platform, Services, and features. In addition, the Terms listed below apply to each promotion and/or discount as indicated. Capitalized terms below have the meanings given to them in the Gusto Terms of Service.
To qualify for and receive any promotion and/or discount offered by Gusto (collectively “Offer(s)”), you must meet the requirements indicated in the Offer, in your Account (as applicable), and those listed below. You must have a current Account, and your Account must not be terminated or suspended in order to to take advantage of an Offer. You are under no obligation to purchase any insurance-related Services of any kind from us or any of our subsidiaries or affiliates in exchange for receiving an Offer or Offers. Offers are extended to all customers who meet the eligibility criteria listed in these Terms, the Gusto Terms of Service, and/or any terms listed in the applicable Offer or Service Terms; and the availability of any Offer is not contingent in any way upon a customer’s purchase of insurance from Gusto or one of our affiliates or subsidiaries.
Gusto has two types of Offers:
- Percentage discounts reduce the cost of the Service, product or Service Plan specified in the Offer by a certain percent.
- Fixed or “flat” discounts remove a defined amount (e.g. $20) from the cost of the Service, product or Service Plan specified in the Offer. In some cases, a fixed discount may remove the entire cost of the applicable Service, product or Service Plan (e.g. a month of free payroll).
Offers will be applied to your Gusto invoice(s) while all applicable terms and conditions are met or fulfilled. In some cases, an Offer may apply to multiple consecutive invoices. In those cases, the Offer may only be applied to consecutive invoices while the applicable conditions are met.
Offers cannot be combined or “stacked” unless otherwise indicated. If Offers may be combined to apply to the same product or service, the manner in which those Offers may be combined will be as follows, unless otherwise indicated in the applicable Offer or Service Terms:
- Percentage discounts applicable to the same Service, product or Service Plan will be applied sequentially, unless otherwise specified in the Offer or the applicable Service Terms (e.g., if you have received two 10% discounts on a product that will cost $100, Gusto will apply a 10% discount to the $100 total, and then will apply the second 10% discount to the reduced total, coming to a total discounted price of $81 for that product);
- In the event that percentage discounts and fixed discounts may be applied to the same Service, product or Service Plan, the percentage discount will be applied first, followed by the fixed discount.
For Offers available to new customers, as applicable, such new customers will be disqualified and will not be entitled to receive the Offer if Gusto has a record of their name, email, phone number, or payment information having being used for a prior Account or being linked to an existing active or inactive Account or otherwise suspected of fraudulent activity.
Offers cannot be redeemed for cash or cash equivalent. Offers are not transferable and may not be auctioned, traded, copied, transferred, bartered, modified or sold. Offers cannot be applied retroactively to prior invoices. All Gusto Offers, products and Services are subject to availability. Gusto reserves the right to modify or cancel an Offer at any time. Offers are void where restricted or prohibited by law. Gusto’s computer is the official date/time keeping device for all Offers. Gusto may change or update these Terms at any time. You are responsible for paying any applicable sales tax related to your use of an Offer, and Gusto has no obligation for payment of any tax in conjunction with the distribution or use of any Offer.
Gusto Cookie Policy
Effective October 21, 2023
DownloadTable of Contents
Last updated January 1, 2023
This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and “ours”) uses cookies and similar technologies to recognise you, as well as track and analyze your actions when you visit our websites at www.Gusto.com (“Websites”). We also provide information related to how and why those same technologies are applied to tracking and analyzing recipients of emails sent by Gusto. Information about what these technologies are and why we use them, as well as your rights to control our use of them, can be found below.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
We refer to cookies created by us as “first party cookies”. We refer to cookies that we set on our website but that are created by parties other than us as “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that provide these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.
In addition to the party which sets the cookie, the duration of the cookie’s retention in your browser can help define its purpose. Session cookies are cookies which are stored on your device for the duration of the browser session. When you close your browser, the session cookies are cleared. Persistent cookies are stored either until you manually delete them or until your browser deletes them based on the duration set within the persistent cookie file.
Why we use cookies
We use both first and third party cookies for several reasons. First, let’s look at the broad categories of first and third party cookies in use on our sites:
Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites and to use some of its features, such as access to secure areas. Refusal of these cookies may impact website functionality.
Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective marketing campaigns are, or to help us customize our Websites for you.
Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously re-appearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking and other websites. These cookies may also be used for advertising purposes too.
Personal data collected by the cookies and related technologies described below would include your location, information about your browsing behavior on this or other sites, and information you provide via forms or single fields on this site. This personal data will be used only in the manners described by this notice and our Privacy Notice.
Cookie List
A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Those cookies are set by us and called first-party cookies. We also use third-party cookies – which are cookies from a domain different than the domain of the website you are visiting – for our advertising and marketing efforts. More specifically, we use cookies and other tracking technologies for the following purposes:
Strictly Necessary Cookies
These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.
Cookie Subgroup |
Cookies |
Cookies used |
cdn.gusto.com |
First Party |
|
blog.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
docs-stoplight.gusto.com |
First Party |
|
gusto.com |
_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid , OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id , utag_main |
First Party |
go.gusto.com |
First Party |
|
gsid |
Third Party |
|
BIGipServerab13web-nginx-app_https |
Third Party |
Performance Cookies
These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.
Cookie Subgroup |
Cookies |
Cookies used |
covidresources.gusto.com |
First Party |
|
events.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
gusto.com |
__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt , __insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx , _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid , fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents , optimizelySegments , pvc_visits[0] , refiner_cookie_uuid |
First Party |
credits.gusto.com |
First Party |
|
JSESSIONID |
Third Party |
|
_dd_s |
Third Party |
|
qcSxc |
Third Party |
|
qcSxc |
Third Party |
|
__cf_bm |
Third Party |
|
mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel |
Third Party |
|
_dd_s |
Third Party |
Targeting Cookies
These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising.
Cookie Subgroup |
Cookies |
Cookies used |
docs-stoplight.gusto.com |
First Party |
|
cdn.gusto.com |
First Party |
|
snowplow.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
covidresources.gusto.com |
First Party |
|
gusto.com |
__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx , cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg , exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc , exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid , lp , pt_ , ShareASale , so , tradedesk , visitor_id |
First Party |
mc |
Third Party |
|
CONSENT, NID |
Third Party |
|
__cf_bm |
Third Party |
|
lrsync |
Third Party |
|
__cf_bm |
Third Party |
|
dpm |
Third Party |
|
MUID |
Third Party |
|
_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin |
Third Party |
|
CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC |
Third Party |
|
TAPID |
Third Party |
|
cu |
Third Party |
|
personalization_id |
Third Party |
|
ab, u |
Third Party |
|
lang |
Third Party |
|
AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory |
Third Party |
|
exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp, exitintel_prf |
Third Party |
|
tuuid, tuuid_lu |
Third Party |
|
visitor_id |
Third Party |
|
IDE, test_cookie |
Third Party |
|
CONSENT |
Third Party |
|
ssi |
Third Party |
|
bscookie, JSESSIONID, li_alerts |
Third Party |
|
MR, SRM_B |
Third Party |
|
demdex |
Third Party |
|
Third Party |
||
ipredictive |
Third Party |
|
bito, bitoIsSecure, checkForPermission |
Third Party |
|
_cc_cc |
Third Party |
|
_GRECAPTCHA |
Third Party |
How to control the use of cookies
Electronic devices and software applications on these devices may offer you tools to opt out of or block advertisements on the device or in specific applications. Consult the help documentation and settings specific to your devices and applications to learn more about your options. You have the right to decide whether to accept or reject cookies. You can withdraw your consent at any time for any cookies or other tracking technologies we use by deleting them from your device. Should you choose to remove or block cookies, some website functionality may become unavailable or unreliable.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.
Other tracking technologies
Other than the cookies listed above, we have also implemented the following tracking technologies within certain parts of our Websites and emails we send you.
Page tags and web beacons. These technologies are used for the purposes of tracking visitors as they navigate our Websites to better understand Website performance, and to measure the performance of online advertising. Recipients of emails we send are also tracked using this technology. For example, web beacons track whether an email was opened, and whether links within the email were clicked. This information is collected for the purposes of measuring the performance of our email messages and is processed according to our Privacy Notice.
Local and session storage. Our website uses local and session storage to temporarily store information to improve user experience while interacting with the website.
Updates to this cookie notice
Gusto will periodically make amendments to this policy, as necessitated by changes to our use of cookies and the legal requirements for notice of these uses. Please continue to check this policy regularly to stay aware of these changes and how they affect your continued use of our websites. The date at the top of this Cookie Notice indicates when it was last updated.
Questions
If you have any questions about our use of cookies or other technologies, please email us at [email protected].
Effective October 20, 2023 to October 21, 2023
DownloadTable of Contents
Last updated January 1, 2023
This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and “ours”) uses cookies and similar technologies to recognise you, as well as track and analyze your actions when you visit our websites at www.Gusto.com (“Websites”). We also provide information related to how and why those same technologies are applied to tracking and analyzing recipients of emails sent by Gusto. Information about what these technologies are and why we use them, as well as your rights to control our use of them, can be found below.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
We refer to cookies created by us as “first party cookies”. We refer to cookies that we set on our website but that are created by parties other than us as “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that provide these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.
In addition to the party which sets the cookie, the duration of the cookie’s retention in your browser can help define its purpose. Session cookies are cookies which are stored on your device for the duration of the browser session. When you close your browser, the session cookies are cleared. Persistent cookies are stored either until you manually delete them or until your browser deletes them based on the duration set within the persistent cookie file.
Why we use cookies
We use both first and third party cookies for several reasons. First, let’s look at the broad categories of first and third party cookies in use on our sites:
Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites and to use some of its features, such as access to secure areas. Refusal of these cookies may impact website functionality.
Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective marketing campaigns are, or to help us customize our Websites for you.
Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously re-appearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking and other websites. These cookies may also be used for advertising purposes too.
Personal data collected by the cookies and related technologies described below would include your location, information about your browsing behavior on this or other sites, and information you provide via forms or single fields on this site. This personal data will be used only in the manners described by this notice and our Privacy Notice.
Cookie List
A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Those cookies are set by us and called first-party cookies. We also use third-party cookies – which are cookies from a domain different than the domain of the website you are visiting – for our advertising and marketing efforts. More specifically, we use cookies and other tracking technologies for the following purposes:
Strictly Necessary Cookies
These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.
Cookie Subgroup |
Cookies |
Cookies used |
cdn.gusto.com |
First Party |
|
blog.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
docs-stoplight.gusto.com |
First Party |
|
gusto.com |
_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid , OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id , utag_main |
First Party |
go.gusto.com |
First Party |
|
gsid |
Third Party |
|
BIGipServerab13web-nginx-app_https |
Third Party |
Performance Cookies
These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.
Cookie Subgroup |
Cookies |
Cookies used |
covidresources.gusto.com |
First Party |
|
events.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
gusto.com |
__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt , __insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx , _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid , fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents , optimizelySegments , pvc_visits[0] , refiner_cookie_uuid |
First Party |
credits.gusto.com |
First Party |
|
JSESSIONID |
Third Party |
|
_dd_s |
Third Party |
|
qcSxc |
Third Party |
|
qcSxc |
Third Party |
|
__cf_bm |
Third Party |
|
mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel |
Third Party |
|
_dd_s |
Third Party |
Targeting Cookies
These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising.
Cookie Subgroup |
Cookies |
Cookies used |
docs-stoplight.gusto.com |
First Party |
|
cdn.gusto.com |
First Party |
|
snowplow.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
covidresources.gusto.com |
First Party |
|
gusto.com |
__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx , cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg , exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc , exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid , lp , pt_ , ShareASale , so , tradedesk , visitor_id |
First Party |
mc |
Third Party |
|
CONSENT, NID |
Third Party |
|
__cf_bm |
Third Party |
|
lrsync |
Third Party |
|
__cf_bm |
Third Party |
|
dpm |
Third Party |
|
MUID |
Third Party |
|
_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin |
Third Party |
|
CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC |
Third Party |
|
TAPID |
Third Party |
|
cu |
Third Party |
|
personalization_id |
Third Party |
|
ab, u |
Third Party |
|
lang |
Third Party |
|
AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory |
Third Party |
|
exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp, exitintel_prf |
Third Party |
|
tuuid, tuuid_lu |
Third Party |
|
visitor_id |
Third Party |
|
IDE, test_cookie |
Third Party |
|
CONSENT |
Third Party |
|
ssi |
Third Party |
|
bscookie, JSESSIONID, li_alerts |
Third Party |
|
MR, SRM_B |
Third Party |
|
demdex |
Third Party |
|
Third Party |
||
ipredictive |
Third Party |
|
bito, bitoIsSecure, checkForPermission |
Third Party |
|
_cc_cc |
Third Party |
|
_GRECAPTCHA |
Third Party |
How to control the use of cookies
Electronic devices and software applications on these devices may offer you tools to opt out of or block advertisements on the device or in specific applications. Consult the help documentation and settings specific to your devices and applications to learn more about your options. You have the right to decide whether to accept or reject cookies. You can withdraw your consent at any time for any cookies or other tracking technologies we use by deleting them from your device. Should you choose to remove or block cookies, some website functionality may become unavailable or unreliable.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.
Other tracking technologies
Other than the cookies listed above, we have also implemented the following tracking technologies within certain parts of our Websites and emails we send you.
Page tags and web beacons. These technologies are used for the purposes of tracking visitors as they navigate our Websites to better understand Website performance, and to measure the performance of online advertising. Recipients of emails we send are also tracked using this technology. For example, web beacons track whether an email was opened, and whether links within the email were clicked. This information is collected for the purposes of measuring the performance of our email messages and is processed according to our Privacy Notice.
Local and session storage. Our website uses local and session storage to temporarily store information to improve user experience while interacting with the website.
Updates to this cookie notice
Gusto will periodically make amendments to this policy, as necessitated by changes to our use of cookies and the legal requirements for notice of these uses. Please continue to check this policy regularly to stay aware of these changes and how they affect your continued use of our websites. The date at the top of this Cookie Notice indicates when it was last updated.
Questions
If you have any questions about our use of cookies or other technologies, please email us at [email protected].
Effective October 20, 2023 to October 20, 2023
DownloadTable of Contents
Last updated January 1, 2023
This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and “ours”) uses cookies and similar technologies to recognise you, as well as track and analyze your actions when you visit our websites at www.Gusto.com (“Websites”). We also provide information related to how and why those same technologies are applied to tracking and analyzing recipients of emails sent by Gusto. Information about what these technologies are and why we use them, as well as your rights to control our use of them, can be found below.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
We refer to cookies created by us as “first party cookies”. We refer to cookies that we set on our website but that are created by parties other than us as “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that provide these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.
In addition to the party which sets the cookie, the duration of the cookie’s retention in your browser can help define its purpose. Session cookies are cookies which are stored on your device for the duration of the browser session. When you close your browser, the session cookies are cleared. Persistent cookies are stored either until you manually delete them or until your browser deletes them based on the duration set within the persistent cookie file.
Why we use cookies
We use both first and third party cookies for several reasons. First, let’s look at the broad categories of first and third party cookies in use on our sites:
Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites and to use some of its features, such as access to secure areas. Refusal of these cookies may impact website functionality.
Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective marketing campaigns are, or to help us customize our Websites for you.
Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously re-appearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking and other websites. These cookies may also be used for advertising purposes too.
Personal data collected by the cookies and related technologies described below would include your location, information about your browsing behavior on this or other sites, and information you provide via forms or single fields on this site. This personal data will be used only in the manners described by this notice and our Privacy Notice.
Cookie List
A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Those cookies are set by us and called first-party cookies. We also use third-party cookies – which are cookies from a domain different than the domain of the website you are visiting – for our advertising and marketing efforts. More specifically, we use cookies and other tracking technologies for the following purposes:
Strictly Necessary Cookies
These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.
Cookie Subgroup |
Cookies |
Cookies used |
cdn.gusto.com |
First Party |
|
blog.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
docs-stoplight.gusto.com |
First Party |
|
gusto.com |
_gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid , OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id , utag_main |
First Party |
go.gusto.com |
First Party |
|
gsid |
Third Party |
|
BIGipServerab13web-nginx-app_https |
Third Party |
Performance Cookies
These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.
Cookie Subgroup |
Cookies |
Cookies used |
covidresources.gusto.com |
First Party |
|
events.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
gusto.com |
__insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt , __insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx , _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid , fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents , optimizelySegments , pvc_visits[0] , refiner_cookie_uuid |
First Party |
credits.gusto.com |
First Party |
|
JSESSIONID |
Third Party |
|
_dd_s |
Third Party |
|
qcSxc |
Third Party |
|
qcSxc |
Third Party |
|
__cf_bm |
Third Party |
|
mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel |
Third Party |
|
_dd_s |
Third Party |
Targeting Cookies
These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising.
Cookie Subgroup |
Cookies |
Cookies used |
docs-stoplight.gusto.com |
First Party |
|
cdn.gusto.com |
First Party |
|
snowplow.gusto.com |
First Party |
|
go.gusto.com |
First Party |
|
app.gusto.com |
First Party |
|
covidresources.gusto.com |
First Party |
|
gusto.com |
__qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx , cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg , exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc , exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid , lp , pt_ , ShareASale , so , tradedesk , visitor_id |
First Party |
mc |
Third Party |
|
CONSENT, NID |
Third Party |
|
__cf_bm |
Third Party |
|
lrsync |
Third Party |
|
__cf_bm |
Third Party |
|
dpm |
Third Party |
|
MUID |
Third Party |
|
_fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin |
Third Party |
|
CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC |
Third Party |
|
TAPID |
Third Party |
|
cu |
Third Party |
|
personalization_id |
Third Party |
|
ab, u |
Third Party |
|
lang |
Third Party |
|
AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory |
Third Party |
|
exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp, exitintel_prf |
Third Party |
|
tuuid, tuuid_lu |
Third Party |
|
visitor_id |
Third Party |
|
IDE, test_cookie |
Third Party |
|
CONSENT |
Third Party |
|
ssi |
Third Party |
|
bscookie, JSESSIONID, li_alerts |
Third Party |
|
MR, SRM_B |
Third Party |
|
demdex |
Third Party |
|
Third Party |
||
ipredictive |
Third Party |
|
bito, bitoIsSecure, checkForPermission |
Third Party |
|
_cc_cc |
Third Party |
|
_GRECAPTCHA |
Third Party |
How to control the use of cookies
Electronic devices and software applications on these devices may offer you tools to opt out of or block advertisements on the device or in specific applications. Consult the help documentation and settings specific to your devices and applications to learn more about your options. You have the right to decide whether to accept or reject cookies. You can withdraw your consent at any time for any cookies or other tracking technologies we use by deleting them from your device. Should you choose to remove or block cookies, some website functionality may become unavailable or unreliable.
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.
Other tracking technologies
Other than the cookies listed above, we have also implemented the following tracking technologies within certain parts of our Websites and emails we send you.
Page tags and web beacons. These technologies are used for the purposes of tracking visitors as they navigate our Websites to better understand Website performance, and to measure the performance of online advertising. Recipients of emails we send are also tracked using this technology. For example, web beacons track whether an email was opened, and whether links within the email were clicked. This information is collected for the purposes of measuring the performance of our email messages and is processed according to our Privacy Notice.
Local and session storage. Our website uses local and session storage to temporarily store information to improve user experience while interacting with the website.
Updates to this cookie notice
Gusto will periodically make amendments to this policy, as necessitated by changes to our use of cookies and the legal requirements for notice of these uses. Please continue to check this policy regularly to stay aware of these changes and how they affect your continued use of our websites. The date at the top of this Cookie Notice indicates when it was last updated.
Questions
If you have any questions about our use of cookies or other technologies, please email us at [email protected]
Effective October 11, 2023 to October 20, 2023
DownloadTable of Contents
Last updated January 1, 2023
This Cookie Notice explains how and why Gusto (collectively “we”, “us”, and “ours”) uses cookies and similar technologies to recognise you, as well as track and analyze your actions when you visit our websites at www.Gusto.com (“Websites”). We also provide information related to how and why those same technologies are applied to tracking and analyzing recipients of emails sent by Gusto. Information about what these technologies are and why we use them, as well as your rights to control our use of them, can be found below.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
We refer to cookies created by us as “first party cookies”. We refer to cookies that we set on our website but that are created by parties other than us as “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that provide these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.
In addition to the party which sets the cookie, the duration of the cookie’s retention in your browser can help define its purpose. Session cookies are cookies which are stored on your device for the duration of the browser session. When you close your browser, the session cookies are cleared. Persistent cookies are stored either until you manually delete them or until your browser deletes them based on the duration set within the persistent cookie file.
Why we use cookies
We use both first and third party cookies for several reasons. First, let’s look at the broad categories of first and third party cookies in use on our sites:
Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites and to use some of its features, such as access to secure areas. Refusal of these cookies may impact website functionality.
Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective marketing campaigns are, or to help us customize our Websites for you.
Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously re-appearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking and other websites. These cookies may also be used for advertising purposes too.
Personal data collected by the cookies and related technologies described below would include your location, information about your browsing behavior on this or other sites, and information you provide via forms or single fields on this site. This personal data will be used only in the manners described by this notice and our Privacy Notice.
Cookie List
A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Those cookies are set by us and called first-party cookies. We also use third-party cookies – which are cookies from a domain different than the domain of the website you are visiting – for our advertising and marketing efforts. More specifically, we use cookies and other tracking technologies for the following purposes:
Strictly Necessary Cookies
These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.
| Cookie Subgroup | Cookies | Cookies used |
|---|---|---|
| cdn.gusto.com | tmx_guid | First Party |
| blog.gusto.com | cf_use_ob | First Party |
| app.gusto.com | cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx , dd_cookie_test_ | First Party |
| docs-stoplight.gusto.com | _optimizely_user | First Party |
| gusto.com | _gcorp_session , _tldtest_xxxxxxxxxxxxxxxxxxxxxxxxxxxxx , dd_site_test_ , gsid , OptanonAlertBoxClosed , OptanonConsent , session_start_needed , user_target_id , utag_main | First Party |
| go.gusto.com | __cf_bm | First Party |
| gusto-demo.com | gsid | Third Party |
| app-ab13.marketo.com | BIGipServerab13web-nginx-app_https | Third Party |
Performance Cookies
These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.
| Cookie Subgroup | Cookies | Cookies used |
|---|---|---|
| covidresources.gusto.com | qcSxc | First Party |
| events.gusto.com | mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel | First Party |
| go.gusto.com | _vwo_uuid_v2 | First Party |
| app.gusto.com | _dd_s | First Party |
| gusto.com | __insp_dct , __insp_norec_sess , __insp_nv , __insp_slim , __insp_targlpt , __insp_targlpu , __insp_wid , _clck , _clsk , _ga , _ga_xxxxxxx , _ga_xxxxxxxxxx , _gat_UA- , _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx , _gclxxxx , _gid , _uetvid , fs_uid , optimizelyBuckets , optimizelyEndUserId , optimizelyPendingLogEvents , optimizelySegments , pvc_visits[0] , refiner_cookie_uuid | First Party |
| credits.gusto.com | __hssc , __hssrc , __hstc | First Party |
| nr-data.net | JSESSIONID | Third Party |
| d3bnlkto289wdc.cloudfront.net | _dd_s | Third Party |
| tags.tiqcdn.com | qcSxc | Third Party |
| secure.quantserve.com | qcSxc | Third Party |
| app-ab13.marketo.com | __cf_bm | Third Party |
| cdn.mxpnl.com | mp_412f41b9a2f5b1a17e172e08ee7b3691_mixpanel | Third Party |
| prod.gusto-assets.com | _dd_s | Third Party |
Targeting Cookies
These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising.
| Cookie Subgroup | Cookies | Cookies used |
|---|---|---|
| docs-stoplight.gusto.com | undefinedxxxxxxxxxxxxxxxxx | First Party |
| cdn.gusto.com | thx_guid | First Party |
| snowplow.gusto.com | sp | First Party |
| go.gusto.com | ln_or | First Party |
| app.gusto.com | cf_chl_2 , cf_chl_prog , cf_chl_seq_xxxxxxxxxxxxxx | First Party |
| covidresources.gusto.com | __sharethis_cookie_test__ | First Party |
| gusto.com | __qca , _dlt , _gat_UA-XXXXXX-X , _mkto_trk , _uetsid , amp_ , amp_xxxxx , cookies.js_dtest , demandbase , exitintel_cc , exitintel_cd , exitintel_cfg , exitintel_cfid , exitintel_cv , exitintel_lp , exitintel_prf , exitintel_pvc , exitintel_ref , exitintel_sid , exitintel_vc , exitintel_ver , exitintel_vid , lp , pt_ , ShareASale , so , tradedesk , visitor_id | First Party |
| quantserve.com | mc | Third Party |
| google.com | CONSENT, NID | Third Party |
| quora.com | __cf_bm | Third Party |
| clickagy.com | lrsync | Third Party |
| hubspot.com | __cf_bm | Third Party |
| dpm.demdex.net | dpm | Third Party |
| bing.com | MUID | Third Party |
| gusto.com | _fbp, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, marketo-analytics-munchkin | Third Party |
| youtube.com | CONSENT, DEVICE_INFO, VISITOR_INFO1_LIVE, YSC | Third Party |
| tealiumiq.com | TAPID | Third Party |
| ipredictive.com | cu | Third Party |
| twitter.com | personalization_id | Third Party |
| agkn.com | ab, u | Third Party |
| ads.linkedin.com | lang | Third Party |
| linkedin.com | AnalyticsSyncHistory, bcookie, lang, li_gc, li_sugr, lidc, UserMatchHistory | Third Party |
| get.exitintel.com | exitintel_cc, exitintel_cd, exitintel_cfg, exitintel_cv, exitintel_lp, exitintel_prf | Third Party |
| company-target.com | tuuid, tuuid_lu | Third Party |
| gusto-demo.com | visitor_id | Third Party |
| doubleclick.net | IDE, test_cookie | Third Party |
| googleapis.com | CONSENT | Third Party |
| sitescout.com | ssi | Third Party |
| www.linkedin.com | bscookie, JSESSIONID, li_alerts | Third Party |
| c.bing.com | MR, SRM_B | Third Party |
| demdex.net | demdex | Third Party |
| www.facebook.com | Third Party | |
| ad.ipredictive.com | ipredictive | Third Party |
| bidr.io | bito, bitoIsSecure, checkForPermission | Third Party |
| crwdcntrl.net | _cc_cc | Third Party |
| www.google.com | _GRECAPTCHA | Third Party |
How to control the use of cookies
Electronic devices and software applications on these devices may offer you tools to opt out of or block advertisements on the device or in specific applications. Consult the help documentation and settings specific to your devices and applications to learn more about your options. You have the right to decide whether to accept or reject cookies. You can withdraw your consent at any time for any cookies or other tracking technologies we use by deleting them from your device. Should you choose to remove or block cookies, some website functionality may become unavailable or unreliable.In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.aboutads.info/choices.
Other tracking technologies
Other than the cookies listed above, we have also implemented the following tracking technologies within certain parts of our Websites and emails we send you.
- Page tags and web beacons. These technologies are used for the purposes of tracking visitors as they navigate our Websites to better understand Website performance, and to measure the performance of online advertising. Recipients of emails we send are also tracked using this technology. For example, web beacons track whether an email was opened, and whether links within the email were clicked. This information is collected for the purposes of measuring the performance of our email messages and is processed according to our Privacy Notice.
- Local and session storage. Our website uses local and session storage to temporarily store information to improve user experience while interacting with the website.
Updates to this cookie notice
Gusto will periodically make amendments to this policy, as necessitated by changes to our use of cookies and the legal requirements for notice of these uses. Please continue to check this policy regularly to stay aware of these changes and how they affect your continued use of our websites. The date at the top of this Cookie Notice indicates when it was last updated.
Questions
If you have any questions about our use of cookies or other technologies, please email us at [email protected]
Accountant Program Terms of Service
Effective October 23, 2023
DownloadTable of Contents
These Gusto Accountant Program Terms (the “Terms”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”). These Terms contain the terms and conditions of the Gusto Accountant Program (the “Program”).
The Program is designed to reward participating accountants and accounting firms (“Partners”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “Enrollment” or being “Enrolled”). A “Partner Client” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “Platform”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto.
During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “Selection”). There are two types of “Incentives”: (1) the “Volume Discount Incentive” and (2) the “Revenue Share Incentive,” both of which are described at www.gusto.com/partners/accountants (the “Website”). For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “Discount”). For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “Revenue Share”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future.
Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto.
The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. Partners may enjoy free payroll for up to 150 employees.
Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program.
Effective October 20, 2023 to October 23, 2023
DownloadTable of Contents
These Gusto Accountant Program Terms (the “Terms”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”). These Terms contain the terms and conditions of the Gusto Accountant Program (the “Program”).
The Program is designed to reward participating accountants and accounting firms (“Partners”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “Enrollment” or being “Enrolled”). A “Partner Client” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “Platform”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto.
During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “Selection”). There are two types of “Incentives”: (1) the “Volume Discount Incentive” and (2) the “Revenue Share Incentive,” both of which are described at www.gusto.com/partners/accountants (the “Website”). For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “Discount”). For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “Revenue Share”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future.
Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto.
The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. Partners may enjoy free payroll for up to 150 employees.
Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program.
Effective September 29, 2023 to October 20, 2023
DownloadTable of Contents
Gusto Accountant Program Terms
These Gusto Accountant Program Terms (the “Terms”) are made and entered into by you and ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”). These Terms contain the terms and conditions of the Gusto Accountant Program (the “Program”).
The Program is designed to reward participating accountants and accounting firms (“Partners”) for each Partner Client (as defined below) that becomes a new customer of Gusto through the enrollment of such Partner Client by Partner in the Program by adding such Partner Client through the “Add Client” screen within Gusto’s Accountant Dashboard web page and choosing to manage such Partner’s payroll (such enrollment, the “Enrollment” or being “Enrolled”). A “Partner Client” is a Partner client that (i) has an Employer Identification Number not previously used on the Gusto payroll platform (the “Platform”), (ii) has registered one or more employees to the Platform by the time the client runs its first payroll with Gusto, and (iii) has run at least one paid payroll with Gusto.
During Enrollment, the Partner will be asked to select from three options: (1) bill Partner Client at a discount, (2) bill Partner Client at the current advertised rate and receive revenue share and (3) bill Partner at a discount (a “Selection”). There are two types of “Incentives”: (1) the “Volume Discount Incentive” and (2) the “Revenue Share Incentive,” both of which are described at www.gusto.com/partners/accountants (the “Website”). For purposes of the Volume Discount Incentive, “discount” shall mean such discount from the current advertised price for Gusto services as is indicated by Partner’s applicable level on the Website (a “Discount”). For purposes of the Revenue Share Incentive, “revenue share” shall mean a recurring cash payment from Gusto to Partner amounting to such portion of the Partner Client’s monthly invoice amount as is indicated by Partner’s applicable level on the Website (a “Revenue Share”). “Gusto Services” means the cloud-based payroll and human resources services listed under a customer’s Gusto Plan and does not include (a) any optional add-on services for which Gusto charges a fee, or (b) any of the non-payroll or non-human resources services, such as health insurance brokerage services, retirement savings services, educational savings plan services, tax-advantaged account services or any other non-payroll or non-human resources services which Gusto or Gusto Sub are currently providing or may provide in the future.
Once (1) a Partner Client is Enrolled and (2) such Partner Client runs a payroll with Gusto within 30 days of such Enrollment, such Partner Client shall be credited towards the achievement of the Incentive level and depending on the relevant Incentive, (a) any resulting Discounts shall be effective or (b) any resulting Revenue Share for a given calendar quarter shall become payable by check within 30 days of the later of the following: (i) the end of such calendar quarter and (ii) the provision of a Form W-9 by Partner to Gusto.
The Program features “Free payroll for your practice” and “Free HR tools for your practice” which offers Partners twelve months free access to Gusto’s Plus plan for their own firm. Partners must Enroll one (1) Partner Client per calendar year to qualify for an additional twelve months free access. Partners may enjoy free payroll for up to 150 employees.
Gusto may terminate these Terms or the Program or modify the Terms or the Program for any reason and at any time, at Gusto’s sole discretion, without notice. Gusto may choose to accept, decline or expel any person, accounting firm or accountant, Partner or Partner Client from the Program at any time and reserves the right to terminate its relationship with any existing participant in the Program.
Human Resources Service Terms
Effective October 24, 2023
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Last updated July 11, 2022
These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/about/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”).
These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. The HR Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HR 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 HR 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 (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement.
1. These HR 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 Services, 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 HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services.
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 HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the HR Services is Governed by the HR Agreement
Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement.
3. The HR Support Center is Governed by the HR Support Center Terms
Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms. Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. If you do not agree to the HR Support Center Terms, then you may not use the HR Support Center.
User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these HR 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; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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.
5. HR Services
Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing, Gusto will provide User with the HR Services. The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features.
6. No Legal or Professional Advice
User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does 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 or HR professionals in their jurisdiction with regards to employment or HR 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, or compensation of any employee or contractor.
7. HR Services Fees
If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion.
8. Proprietary Rights
User acknowledges that the HR Templates constitute Gusto Content. User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions).
Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement.
User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use.
9. Document Vault
Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the 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 Terms 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 User Content and Modified Content to Employee Pages.
User may view and/or download certain documents that User uploads to the Document Vault or to which User has 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.
Effective October 20, 2023 to October 24, 2023
DownloadTable of Contents
Last updated July 11, 2022
These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”).
These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. The HR Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HR 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 HR 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 (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement.
1. These HR 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 Services, 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 HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services.
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 HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the HR Services is Governed by the HR Agreement
Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement.
3. The HR Support Center is Governed by the HR Support Center Terms
Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms. Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. If you do not agree to the HR Support Center Terms, then you may not use the HR Support Center.
User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these HR 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; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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.
5. HR Services
Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing, Gusto will provide User with the HR Services. The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features.
6. No Legal or Professional Advice
User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does 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 or HR professionals in their jurisdiction with regards to employment or HR 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, or compensation of any employee or contractor.
7. HR Services Fees
If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion.
8. Proprietary Rights
User acknowledges that the HR Templates constitute Gusto Content. User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions).
Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement.
User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use.
9. Document Vault
Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the 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 Terms 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 User Content and Modified Content to Employee Pages.
User may view and/or download certain documents that User uploads to the Document Vault or to which User has 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.
Effective October 20, 2023 to October 20, 2023
DownloadTable of Contents
Last updated July 11, 2022
These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”).
These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. The HR Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HR 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 HR 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 (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement.
1. These HR 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 Services, 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 HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services.
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 HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the HR Services is Governed by the HR Agreement
Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement.
3. The HR Support Center is Governed by the HR Support Center Terms
Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms. Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. If you do not agree to the HR Support Center Terms, then you may not use the HR Support Center.
User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these HR 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; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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.
5. HR Services
Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing, Gusto will provide User with the HR Services. The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features.
6. No Legal or Professional Advice
User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does 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 or HR professionals in their jurisdiction with regards to employment or HR 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, or compensation of any employee or contractor.
7. HR Services Fees
If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion.
8. Proprietary Rights
User acknowledges that the HR Templates constitute Gusto Content. User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions).
Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement.
User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use.
9. Document Vault
Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the 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 Terms 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 User Content and Modified Content to Employee Pages.
User may view and/or download certain documents that User uploads to the Document Vault or to which User has 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.
Effective June 16, 2023 to October 20, 2023
DownloadTable of Contents
Human Resources Service Terms
Last updated July 11, 2022
These Human Resources Service Terms (these “HR Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/terms (the “Gusto Terms”) and the Gusto Payroll Service Terms available at www.gusto.com/terms/payroll (the “Payroll Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Gusto’s website, www.gusto.com (the “Site”).
These HR Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the Gusto Terms. The HR Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HR 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 HR 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 (i) clicking the applicable button to indicate User’s acceptance of the HR Agreement, (ii) clicking the applicable button to indicate User’s choice of a Complete, Concierge, Select, or Premium Service Plan, (iii) clicking the applicable button to indicate User’s choice to upgrade to a Complete, Concierge, Select, or Premium Service Plan, (iv) clicking the applicable button to enroll in the HR Services, or (v) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement.
1. These HR 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 Services, 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 HR Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services.
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 HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the HR Services is Governed by the HR Agreement
Subject to the terms and conditions of the HR Agreement, Gusto agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement.
3. The HR Support Center is Governed by the HR Support Center Terms
Gusto partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from Gusto’s HR Services. The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have (i) subscribed to the Concierge, Select, or Premium Service Plans, or to users on the Plus Service Plan who have selected to enroll in the HR Services as an add-on, and (ii) agreed to the HR Support Center Terms. Gusto makes the HR Support Center available to such Users via links published on the HR Resource Center page on the Gusto Platform. The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. If you do not agree to the HR Support Center Terms, then you may not use the HR Support Center.
User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these HR 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; (iii) provide accurate, timely, and complete information required for Gusto to perform the HR Services and maintain the accuracy and completeness of such information; (iv) 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.
5. HR Services
Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is either (i) enrolled in the Complete Plan, Concierge Plan, Select Plan, or Premium Plan, or (ii) enrolled in the Plus Plan and has added the HR Services as an add-on service, as detailed at https://gusto.com/product/pricing, Gusto will provide User with the HR Services. The HR Services shall include Gusto (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features.
6. No Legal or Professional Advice
User acknowledges that any information provided by Gusto through the HR Services is intended for User’s general use, does 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 or HR professionals in their jurisdiction with regards to employment or HR 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, or compensation of any employee or contractor.
7. HR Services Fees
If User is enrolled in the Plus Service Plan and chooses to enroll in the HR Services as an add-on service, then Gusto will invoice, and User agrees to pay, the monthly fees for the HR Services (the “HR Services Fees”) in accordance with Section 2 of the Gusto Terms (“Services Fees and Charges”). The HR Services Fees are listed on the applicable fee schedules at https://gusto.com/product/pricing. Gusto reserves the right to change the HR Services Fees, including which Gusto Service Plans are eligible for the HR Services and which Gusto Service Plans are required to pay the HR Services Fees, at any time in Gusto’s sole discretion.
8. Proprietary Rights
User acknowledges that the HR Templates constitute Gusto Content. User acknowledges and affirms that User shall not use Gusto Content contrary to any provisions set forth in the Gusto Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions).
Through the HR Services, Gusto may expressly permit User to modify or edit certain HR Templates. HR Templates are Gusto Content; however, once personalized or modified, HR Templates become “Modified Content.” Gusto grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the Gusto Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement.
User agrees that User has no ownership rights in any of the Gusto Content contained within the Modified Content, including, without limitation, the Gusto logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any Gusto Content or Modified Content. Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use.
9. Document Vault
Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the 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 Terms 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 User Content and Modified Content to Employee Pages.
User may view and/or download certain documents that User uploads to the Document Vault or to which User has 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.
Health Insurance Benefits Service Terms
Effective October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. Benefits Service
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
5. COBRA and State Continuation Coverage Administration
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
6. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. Benefits Service
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
5. COBRA and State Continuation Coverage Administration
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
6. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
	
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
	
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. Benefits Service
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
	
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
5. COBRA and State Continuation Coverage Administration
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
6. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
	
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
	
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
	
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
	
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
	
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
	
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
	
3. Obligations Under the Gusto Terms
	
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
	
4. Benefits Service
	
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
	
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
	
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
	
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
	
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
	
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
	
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
	
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
	
5. COBRA and State Continuation Coverage Administration
	
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
	
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
	
6. Limitation of Liability
	
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Effective October 19, 2023 to October 19, 2023
DownloadTable of Contents
	
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
	
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
	
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
	
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
	
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
	
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
	
3. Obligations Under the Gusto Terms
	
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
	
4. Benefits Service
	
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
	
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
	
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
	
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
	
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
	
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
	
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
	
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
	
5. COBRA and State Continuation Coverage Administration
	
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
	
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
	
6. Limitation of Liability
	
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Effective October 17, 2023 to October 19, 2023
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Health Insurance Benefits Service Terms
Last updated September 26, 2017
These Health Insurance Benefits Service Terms (these “Benefits Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “Benefits Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Insurance Services, LLC (“Gusto Insurance”), agrees to assist User to find, select, and manage one or more group health insurance plans (the “Insurance Plan” and collectively, the “Insurance Plans”) offered by health insurance companies (the “Benefits Provider” and collectively, the “Benefits Providers”), which are provided through the website of Gusto Insurance’s parent company, ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com (such service, the “Benefits Service”).
These Benefits Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Benefits Terms shall have the meanings ascribed to such terms in the Gusto Terms. The Benefits Agreement is a legally binding agreement between User and Gusto Insurance. User is encouraged to read the Benefits Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 Benefits Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the Benefits Agreement or by accessing or using the Benefits Service, User agrees, effective as of the date of such action, to be bound by these Benefits Terms.
1. These Benefits 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 Benefits Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these Benefits Terms shall control with respect to the provision of the Benefits Service.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND GUSTO INSURANCE’S LIABILITY, GUSTO’S AND GUSTO INSURANCE’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE BENEFITS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto Insurance’s Provision of the Benefits Service is Governed by the Benefits Agreement
Subject to the terms and conditions of the Benefits Agreement, Gusto Insurance agrees to use reasonable efforts to provide User with the Benefits Service in accordance with the Benefits Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these Benefits 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; (iii) provide accurate, timely, and complete information required for Gusto Insurance to perform the Benefits Service and maintain the accuracy and completeness of such information; (iv) notify Gusto Insurance of any and all notices sent to User from the Benefits Providers concerning User’s eligibility, enrollment, or payments for Insurance Plans, or any other notice that could reasonably be interpreted to affect User’s contractual relationship with Gusto Insurance or Benefits Provider or which could increase the likelihood that a Claim is brought against User or Gusto Insurance in connection with the Benefits Service; (v) submit payments to the Benefits Provider for the amounts directly invoiced by Benefits Provider in the manner and within the timeframe established by such Benefits Provider; (vi) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto Insurance or by Benefits Providers through Gusto Insurance; and (vii) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. Benefits Service
Gusto Insurance shall provide a User who is authorized to elect and manage Insurance Plans on behalf of its employer (such User, the “Benefits Administrator”) with the Benefits Service, including: (i) finding, presenting, recommending, and contracting certain Insurance Plans to the Benefits Administrator during eligible enrollment periods; (ii) managing the enrollment of employee and dependent beneficiaries; and (iii) managing employee payroll deductions of health insurance premiums.
For all other Users, the Benefits Service shall be limited to: (i) managing the enrollment and disenrollment of Users and Users’ dependents upon the happening of a qualifying life event or open enrollment period; (ii) assisting Users in enrolling in Federal Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state continuation coverage; (iii) managing individual deductions of health insurance premiums; and (iv) providing Users with Insurance Plan documents and the Benefits Provider certificates.
User acknowledges that in order for Gusto Insurance to provide the Benefits Service, User must first (i) designate Gusto Insurance as User’s broker or agent of record; (ii) allow Gusto Insurance to communicate such designation to any person or entity, such as a Benefits Provider or prior service provider, that Gusto Insurance, in its reasonable discretion, determines should be advised; and (iii) either (a) work exclusively with Gusto Insurance as User’s broker or agent of record; or (b) inform and obtain written permission from Gusto Insurance to collaborate with a third-party, Benefits Service broker. User acknowledges and permits Gusto Insurance, as User’s broker or agent of record, to receive commissions from User’s Benefits Providers.
Gusto Insurance only provides the Benefits Service to Users in states where Gusto Insurance has obtained all appropriate licensure. Gusto Insurance representatives that provide professional advice regarding the Insurance Plans to Users (the “Gusto Insurance Brokers”) are appropriately licensed as individual insurance producers in the corresponding states where they perform such activities. No Insurance Plans will be offered or sold in any jurisdiction in which such offer or solicitation, purchase, or sale would be unlawful under the insurance or other laws of the jurisdiction. Gusto Insurance makes no representations to User that the Insurance Plans or other products it sells or makes available are appropriate or available for use in the state in which User resides. Additional information regarding Gusto Insurance’s and Gusto Insurance Brokers’ licensure is located on the Insurance Agency page.
Gusto Insurance Brokers shall make Benefits Service recommendations and price estimations based on User’s location, group size, and specific circumstances. User acknowledges that plan recommendations (i) are created in reliance on the representations made by User during the underwriting process; (ii) may not be the best or most affordable plan for User’s specific circumstances; and (iii) may not fulfill User’s obligations pursuant to the Patient Protection and Affordable Care Act or applicable state or local laws or regulations. User acknowledges that quoted prices are unofficial, rough estimates that may change without notice. The Benefits Provider may reject or rescind an Insurance Plan, in its sole discretion, if it suspects fraud or subsequently discovers material facts not disclosed or misrepresented to Gusto Insurance or the Benefits Provider at the time of Insurance Plan selection.
As part of the Benefits Service, Gusto Insurance may provide oral or written summaries and descriptions of Insurance Plans (the “Benefits Guidance”). In the event that there is a conflict between the Benefits Guidance and any information contained in Insurance Plan documents or the Benefits Provider certificates published by the Benefits Providers, the information contained in the Insurance Plan documents or the Benefits Provider certificates shall control.
Gusto Insurance is not a Benefits Provider. As such, it does not and cannot design, amend, modify, or terminate any of the Insurance Plans offered or recommended as part of the Benefits Service. Additionally, Gusto Insurance does not process claims, make decisions, or determine eligibility requirements for specific Insurance Plans. As part of the Benefits Service, Gusto Insurance brokers may provide Users with recommendations and price offerings for Insurance Plans provided by the relevant Benefits Providers. The decision to accept any such Insurance Plan is made solely by the User.
User acknowledges that it remains the fiduciary of any and all Insurance Plans procured or managed through the Benefits Service. User shall be responsible for reviewing for accuracy all communications, notices, and invoices User receives directly from its Benefits Provider. User shall be responsible for promptly notifying Gusto Insurance of any errors or omissions so that Gusto Insurance may rectify any such errors or omissions. User shall be responsible for any fees it incurs as a result of its failure to review said notices and timely report such errors to Gusto Insurance. User further acknowledges that it is responsible for notifying Gusto Insurance of any and all qualifying events that may impact User’s health insurance eligibility. Failure to timely notify Gusto Insurance or the Benefits Provider may result in delays in, termination of, or inability to obtain health insurance coverage, and any costs, penalties, or taxes that incur as a result.
5. COBRA and State Continuation Coverage Administration
Certain employee Users who have terminated employment with an employer who remains an active User of Gusto Insurance’s Benefits Services (“Former Employee”) and who wish to enroll in health insurance pursuant to COBRA or state continuation coverage, may do so using Gusto Insurance. Former Employees can utilize the Benefits Services to enroll in COBRA or state continuation coverage by emailing [email protected]. While a Former Employee may continue to access its account on the Platform, Gusto Insurance does not guarantee that the Platform will be updated to reflect Former Employee’s COBRA or state continuation coverage enrollment information.
Gusto Insurance uses a Third-Party Service to administer COBRA. Former Employee is solely responsible for, and assumes all risk arising from, Former Employee’s election to receive and receipt of any Third-Party Service.
6. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF HEALTH INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE BENEFITS PROVIDER OF THAT INSURANCE PLAN OR SERVICE; (III) GUSTO INSURANCE DOES NOT GUARANTEE ANY BENEFITS PROVIDER’S INSURANCE PLAN OR SERVICE; AND (IV) GUSTO INSURANCE IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USER’S USE OF ANY BENEFITS PROVIDER’S INSURANCE PLAN.
Tax-Advantaged Accounts Service Terms
Effective October 20, 2023
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Last updated September 26, 2017
These Tax-Advantaged Accounts Service Terms (these “TAdA Terms”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “TAdA Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Administrators, LLC (“WGA”) agrees to provide to User certain services (the “TAdA Services”), including but not limited to services relating to the formation and administration of one or more of the following employee benefit plans (each, a “Benefit Plan”) for the benefit of User’s eligible employees (the “Plan Participants”): a health flexible spending account (the “Health FSA”), dependent care flexible spending account (the “Dependent Care FSA”), and/or qualified transportation fringe benefit plan (the “Commuter Plan”); and/or facilitation of pre-tax contributions by User’s employees to health savings accounts opened with a custodian made available by WGA (the “HSA”). The TAdA Services are provided through the website (the “Site”), of WGA’s parent ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com. A Health FSA is a health flexible spending arrangement maintained pursuant to Sections 105 and 125 of the Internal Revenue Code (the “Code”) and a group health plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); a Dependent Care FSA is maintained pursuant to Sections 129 and 125 of the Code; a Commuter Plan is subject to Section 132 of the Code; and pre-tax HSA contributions are subject to Sections 125 and 223 of the Code.
These TAdA Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these TAdA Terms shall have the meanings ascribed to such terms in the Gusto Terms. The TAdA Agreement is a legally binding agreement between User and WGA. User is encouraged to read the TAdA Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 TAdA Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the TAdA Agreement, or by accessing or using the TAdA Services, User agrees, effective as of the date of such action, to be bound by the TAdA Agreement.
1. These TAdA 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 TAdA Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these TAdA Terms shall control with respect to the provision of the TAdA Services.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND WGA’S LIABILITY, GUSTO’S AND WGA’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE TADA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. WGA’s Provision of the TAdA Services Is Governed by the TAdA Agreement
Subject to the terms and conditions of the TAdA Agreement, WGA agrees to use reasonable efforts to provide User the TAdA Services in accordance with the TAdA Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these TAdA 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; (iii) provide accurate, timely, and complete information required for WGA to perform the TAdA Services and maintain the accuracy and completeness of such information; (iv) notify WGA of third-party notices from government agencies such as the Internal Revenue Service (the “IRS”) and the Department of Labor (the “DOL”), which could affect WGA’s ability to effectively provide the TAdA Services, or which could increase the likelihood that a Claim is brought against User or WGA in connection with the TAdA Services; and (v) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. TAdA Services
WGA shall provide the TAdA Services, which consist of services facilitating User’s provision of one or more of the following Benefit Plans for the benefit of Plan Participants: Health FSA, Dependent Care FSA, Commuter Plan, and HSA. User acknowledges that WGA does not directly provide, sponsor, fund, or underwrite any Benefit Plan. The TAdA Services shall assist User in providing such Benefit Plans for the benefit of Plan Participants, as follows: the formation and administration of a Health FSA, Dependent Care FSA, and/or Commuter Plan; and/or the facilitation of contributions to HSAs established with the custodian made available by WGA.
The TAdA Services shall not include any provision of legal, financial, or professional advice, and no statement by WGA in marketing, selling, and providing the TAdA Services shall be construed as legal, financial, or professional advice. WGA is not and shall not act as a fiduciary, in any capacity, with respect to any Benefit Plan.
If User requests that WGA provide TAdA Services relating to User’s Benefit Plan, User agrees to adopt the applicable provisions set forth in each Benefit Plan’s respective plan document that WGA makes available to User, and any amendments thereto (the “Plan Document”), unless agreed to otherwise in writing. If User requests that WGA facilitate Plan Participants’ contributions to HSAs as described herein, User agrees to enter into a custodial agreement with the custodian made available to User by WGA.
5. Funding of Claims
User acknowledges and agrees that User is solely responsible and liable for funding all benefits payable under the Health FSA, Dependent Care FSA, and Commuter Plan, as applicable. WGA has no financial liability or responsibility for the payment of any Benefit Plan benefit or claim. To facilitate the payment of any Health FSA, Dependent Care FSA, or Commuter Plan claims, User agrees to establish one or more general assets bank accounts in User’s name and provide WGA, and any third party WGA may appoint, with check-writing authority with respect to such designated bank account.
To ensure timely payment of Health FSA, Dependent Care FSA or Commuter Plan claims, as applicable, User may elect to be periodically notified of the amount necessary to pay approved claims by WGA. If the amount in such general assets bank account is insufficient to pay approved claims, User agrees to transfer the appropriate funds to such general assets bank account within 24 hours of such notice and take any other action that is necessary to permit WGA to pay approved claims from such general assets bank account, and facilitate such transfers. If at any time User fails to timely transfer funds to the designated general assets account to allow WGA to timely pay any approved claim, WGA may pay such claim. In such case, User is required to reimburse WGA within two (2) business days of notification by WGA of such payment and reimbursement obligation.
User acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must make available the funds to be deposited into each HSA account associated with a Plan Participant. User assumes liability for any errors in crediting an HSA, including over-crediting an HSA, due to inaccurate or false information provided by User or Plan Participants. User acknowledges that WGA cannot reverse transfer of funds to an HSA in all circumstances, even if such transfer is excessive or otherwise in error. While WGA will use its reasonable best efforts to facilitate reversals from HSAs, User agrees to hold WGA harmless for liabilities incurred as a result of transfers to HSAs. User assumes liability for costs and expenses associated with correcting such crediting errors.
6. Plan Document
User agrees to adopt a Plan Document in conformity with all applicable law. Once User adopts a Plan Document, User bears responsibility of fulfilling the obligations described in the Plan Document. WGA shall incur no liability relating to any breach, waiver, alteration, or modification of the Plan Document. In the course of providing the TAdA Services, WGA will provide summary plan description templates and related forms for User’s review, completion, and adoption using the Site. WGA will facilitate the distribution of adopted Plan Documents to Plan Participants through the Site.
If User amends or otherwise modifies any term of the Plan Document without WGA’s prior written consent, User must notify WGA in writing of the amendment or modification at least 30 days prior to the effective date of the amendment or modification and provide WGA with the amendment or modification in writing. WGA shall not administer such amendment unless and until it has agreed to administer the amendment in writing. If WGA proposes a change to the Plan Document it has furnished to User, the amendment or restated Plan Document will be provided to User by WGA and will become effective as of the date specified in the amendment or restated Plan Document. If User objects to such amendment or any term in the restated Plan Document, User will have 30 days to notify WGA of User’s objection in writing. User and WGA agree to employ all reasonable efforts to resolve such issue to the mutual satisfaction of the parties.
7. User Obligations
User acknowledges that, in order for WGA to provide the TAdA Services, User must (i) ensure that the summary plan descriptions, Plan Documents, and any other documentation are accurately completed and timely adopted in accordance with all applicable laws; (ii) provide final versions of adopted Plan Documents to WGA for its use in connection with provision of the TAdA Services; (iii) distribute summary plan descriptions, summaries of plan modifications, and other plan documentation to Plan Participants in a timely manner; (iv) provide WGA with accurate and complete initial enrollment and eligibility data for each Plan Participant and notify WGA, through the Site, of changes to any Plan Participant’s enrollment and eligibility data, status, or benefit election, including, but not limited to, leaves of absence and terminations; (v) inform WGA of any errors in Plan Participants’ data of which User becomes aware, and correct such errors according to the method advised by WGA; (vi) advise Plan Participants of benefit election deadlines and ensure that Plan Participants complete subscription materials prior to such deadlines; and (vii) satisfy all reporting, disclosure, and notice requirements under applicable law.
User represents and certifies that (i) User has determined that proposed and existing Plan Participants are eligible to participate in each Benefit Plan for which TAdA Services are currently provided or sought; and (ii) information relating to Plan Participants’ enrollment in each such Benefit Plan, including current mailing addresses, is accurate and complete.
User acknowledges that, in order for WGA to provide User with TAdA Services relating to Health FSAs and/or Dependent Care FSAs, User must (i) process second level and final appeals of any claim for benefits, and (ii) provide Plan Participants who participate under the Grace Period, Carryover, and Run-Out features (each as defined in IRS Notice 2013-71) of any applicable Health FSA or Dependent Care FSA (if User elects to offer such features in the adopted Plan Document) with the appropriate information, and continue to remit payment for these participants, even if they are no longer employees of User’s organization.
In connection with WGA’s provision of TAdA Services relating to HSAs, User understands, acknowledges, and agrees to the following: (i) User is responsible for the design, funding, and operation of the HSA, including compliance with the Code and other applicable law; (ii) WGA will withdraw funds from User’s account and will deposit such funds into Plan Participant’s account in the amount of each Plan Participant’s election; (iii) such funds will be managed through a custodian made available by WGA; and (iv) Plan Participants will have an independent contractual relationship for deposit, investment, and related services with the HSA custodian bank, any breach of which shall not result in liability to WGA.
User further acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must (i) determine whether an employee is eligible to contribute to an HSA, including eligibility relating to United States citizenship and/or residency, and authorization for employment in the United States; (ii) require that Plan Participants complete HSA enrollment procedures in conformity with the TAdA Agreement and any further instructions WGA may provide during the enrollment process; (iii) ensure that each Plan Participant’s salary-reducing HSA contributions do not exceed the maximum limit specified annually by the IRS; (iv) distribute to all Plan Participants all appropriate notices, forms, and disclosures provided by WGA and the plan custodian; (v) provide WGA with all Plan Participant information that WGA requests in connection with initial enrollment or transfer of an HSA account; and (vi) refrain from restraining the transfer or use of HSA funds beyond such restrictions authorized and/or imposed by the Code and other applicable law. By enrolling a Plan Participant in an HSA account through WGA, User represents that such Plan Participant is eligible to participate in an HSA program and that information provided to WGA regarding that employee is true and accurate.
8. User’s Duty to Abide by Applicable Law
User must comply with all laws, including but not limited to the Code and ERISA, as applicable to each Benefit Plan, and make all required filings with governmental agencies, including the IRS and DOL.
User agrees that the Health Insurance Portability and Accountability Act of 1996, as amended, and the Health Information Technology for Economic and Clinical Health Act, as amended, apply to the Health FSA and HSA. User agrees to comply with such law and the terms of the business associate agreement between the parties with respect to the Health FSA and HSA.
If User becomes aware of any failure or possible failure by User or Plan Participants to comply with any applicable law relating to the Health FSA, Dependent Care FSA, Commuter Plan and/or HSA, as applicable, User must immediately notify WGA in writing of the failure or possible failure and propose corrective action. Such notification must include a description of the facts and issues raised by the failure or possible failure. User is responsible for correcting any such failure or non-compliance and for reimbursing WGA for any reasonable penalties and expenses WGA may incur related to such correction or failure.
User acknowledges and agrees that User is solely responsible for determining the legal and tax status of the applicable Benefit Plan, including but not limited to compliance with the Code and ERISA, and their respective implementing regulations and guidance, as applicable. User acknowledges and agrees that with respect to the Health FSA, User is the named fiduciary within the meaning of ERISA section 402(a)(2), “plan administrator” within the meaning of ERISA section 3(16)(A), and “plan sponsor” within the meaning of ERISA section 3(16)(B).
9. Limitation of Liability
WGA disclaims any liability arising from penalties or other consequences associated with use of the Benefit Plan funds for ineligible expenses according to the applicable Plan Document. While WGA has procedures in place to prevent the expenditure of Benefit Plan funds for ineligible expenses, it is the User’s sole and ultimate responsibility to ensure Plan Participants use each Benefit Plan only for appropriate eligible expenses.
WGA disclaims any liability arising from Plan Participants exceeding the annual contribution limit. While WGA can limit a Plan Participant’s contributions to a specific Benefit Plan, a Plan Participant may violate contribution limits through contributions to another employer’s Benefit Plan or through a spouse. It is User’s sole and ultimate responsibility to ensure that each Plan Participant does not exceed contribution limits.
WGA makes no representations as to the performance of funds invested through an HSA. Any statements, images, charts, graphs, or other media relating to such performance attributable to WGA, Gusto, or their agents should be construed as purely illustrative, and have no relation to the performance of any Plan Participant’s HSA.
User agrees that WGA shall not be responsible for any interruption in TAdA Services, delay in claims processing, or other error or violation of applicable law as a result of User’s failure to fulfill its obligations under the TAdA Agreement.
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF ELIGIBILITY FOR A BENEFIT PLAN; (II) USERS AND PLAN PARTICIPANTS ARE SUBJECT TO REQUIREMENTS PRESCRIBED BY LAW FOR EACH OF THESE SERVICES; (III) WGA RELIES ONLY ON THE REPRESENTATIONS OF USERS AND PLAN PARTICIPANTS OF THE TADA SERVICES IN FACILITATING THE FORMATION AND ADMINISTRATION OF THE BENEFIT PLANS, AND IS NOT LIABLE FOR ANY EXPENSE, PENALTY, OR VIOLATION OF LAW BASED ON SUCH REPRESENTATIONS; (IV) WGA DOES NOT WARRANT THAT ANY CLAIM BY A PLAN PARTICIPANT IS FOR AN ELIGIBLE EXPENSE UNDER ANY TADA SERVICE; AND (V) WGA IS NOT RESPONSIBLE FOR THE DESIGN, IMPLEMENTATION, AMENDMENT OR TERMINATION OF THE BENEFIT PLAN.
Effective October 17, 2023 to October 20, 2023
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Tax-Advantaged Accounts Service Terms
Last updated September 26, 2017
These Tax-Advantaged Accounts Service Terms (these “TAdA Terms”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”) (collectively, the “TAdA Agreement”), set forth the terms and conditions under which ZP Insurance LLC, a Delaware limited liability company doing business as With Gusto Administrators, LLC (“WGA”) agrees to provide to User certain services (the “TAdA Services”), including but not limited to services relating to the formation and administration of one or more of the following employee benefit plans (each, a “Benefit Plan”) for the benefit of User’s eligible employees (the “Plan Participants”): a health flexible spending account (the “Health FSA”), dependent care flexible spending account (the “Dependent Care FSA”), and/or qualified transportation fringe benefit plan (the “Commuter Plan”); and/or facilitation of pre-tax contributions by User’s employees to health savings accounts opened with a custodian made available by WGA (the “HSA”). The TAdA Services are provided through the website (the “Site”), of WGA’s parent ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”), at www.gusto.com. A Health FSA is a health flexible spending arrangement maintained pursuant to Sections 105 and 125 of the Internal Revenue Code (the “Code”) and a group health plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); a Dependent Care FSA is maintained pursuant to Sections 129 and 125 of the Code; a Commuter Plan is subject to Section 132 of the Code; and pre-tax HSA contributions are subject to Sections 125 and 223 of the Code.
These TAdA Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these TAdA Terms shall have the meanings ascribed to such terms in the Gusto Terms. The TAdA Agreement is a legally binding agreement between User and WGA. User is encouraged to read the TAdA Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these 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 TAdA Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the TAdA Agreement, or by accessing or using the TAdA Services, User agrees, effective as of the date of such action, to be bound by the TAdA Agreement.
1. These TAdA 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 of liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations of 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 TAdA Terms conflict with the terms and conditions of the Gusto Terms, the terms and conditions of these TAdA Terms shall control with respect to the provision of the TAdA Services.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S AND WGA’S LIABILITY, GUSTO’S AND WGA’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE TADA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. WGA’s Provision of the TAdA Services Is Governed by the TAdA Agreement
Subject to the terms and conditions of the TAdA Agreement, WGA agrees to use reasonable efforts to provide User the TAdA Services in accordance with the TAdA Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these TAdA 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; (iii) provide accurate, timely, and complete information required for WGA to perform the TAdA Services and maintain the accuracy and completeness of such information; (iv) notify WGA of third-party notices from government agencies such as the Internal Revenue Service (the “IRS”) and the Department of Labor (the “DOL”), which could affect WGA’s ability to effectively provide the TAdA Services, or which could increase the likelihood that a Claim is brought against User or WGA in connection with the TAdA Services; and (v) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. TAdA Services
WGA shall provide the TAdA Services, which consist of services facilitating User’s provision of one or more of the following Benefit Plans for the benefit of Plan Participants: Health FSA, Dependent Care FSA, Commuter Plan, and HSA. User acknowledges that WGA does not directly provide, sponsor, fund, or underwrite any Benefit Plan. The TAdA Services shall assist User in providing such Benefit Plans for the benefit of Plan Participants, as follows: the formation and administration of a Health FSA, Dependent Care FSA, and/or Commuter Plan; and/or the facilitation of contributions to HSAs established with the custodian made available by WGA.
The TAdA Services shall not include any provision of legal, financial, or professional advice, and no statement by WGA in marketing, selling, and providing the TAdA Services shall be construed as legal, financial, or professional advice. WGA is not and shall not act as a fiduciary, in any capacity, with respect to any Benefit Plan.
If User requests that WGA provide TAdA Services relating to User’s Benefit Plan, User agrees to adopt the applicable provisions set forth in each Benefit Plan’s respective plan document that WGA makes available to User, and any amendments thereto (the “Plan Document”), unless agreed to otherwise in writing. If User requests that WGA facilitate Plan Participants’ contributions to HSAs as described herein, User agrees to enter into a custodial agreement with the custodian made available to User by WGA.
5. Funding of Claims
User acknowledges and agrees that User is solely responsible and liable for funding all benefits payable under the Health FSA, Dependent Care FSA, and Commuter Plan, as applicable. WGA has no financial liability or responsibility for the payment of any Benefit Plan benefit or claim. To facilitate the payment of any Health FSA, Dependent Care FSA, or Commuter Plan claims, User agrees to establish one or more general assets bank accounts in User’s name and provide WGA, and any third party WGA may appoint, with check-writing authority with respect to such designated bank account.
To ensure timely payment of Health FSA, Dependent Care FSA or Commuter Plan claims, as applicable, User may elect to be periodically notified of the amount necessary to pay approved claims by WGA. If the amount in such general assets bank account is insufficient to pay approved claims, User agrees to transfer the appropriate funds to such general assets bank account within 24 hours of such notice and take any other action that is necessary to permit WGA to pay approved claims from such general assets bank account, and facilitate such transfers. If at any time User fails to timely transfer funds to the designated general assets account to allow WGA to timely pay any approved claim, WGA may pay such claim. In such case, User is required to reimburse WGA within two (2) business days of notification by WGA of such payment and reimbursement obligation.
User acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must make available the funds to be deposited into each HSA account associated with a Plan Participant. User assumes liability for any errors in crediting an HSA, including over-crediting an HSA, due to inaccurate or false information provided by User or Plan Participants. User acknowledges that WGA cannot reverse transfer of funds to an HSA in all circumstances, even if such transfer is excessive or otherwise in error. While WGA will use its reasonable best efforts to facilitate reversals from HSAs, User agrees to hold WGA harmless for liabilities incurred as a result of transfers to HSAs. User assumes liability for costs and expenses associated with correcting such crediting errors.
6. Plan Document
User agrees to adopt a Plan Document in conformity with all applicable law. Once User adopts a Plan Document, User bears responsibility of fulfilling the obligations described in the Plan Document. WGA shall incur no liability relating to any breach, waiver, alteration, or modification of the Plan Document. In the course of providing the TAdA Services, WGA will provide summary plan description templates and related forms for User’s review, completion, and adoption using the Site. WGA will facilitate the distribution of adopted Plan Documents to Plan Participants through the Site.
If User amends or otherwise modifies any term of the Plan Document without WGA’s prior written consent, User must notify WGA in writing of the amendment or modification at least 30 days prior to the effective date of the amendment or modification and provide WGA with the amendment or modification in writing. WGA shall not administer such amendment unless and until it has agreed to administer the amendment in writing. If WGA proposes a change to the Plan Document it has furnished to User, the amendment or restated Plan Document will be provided to User by WGA and will become effective as of the date specified in the amendment or restated Plan Document. If User objects to such amendment or any term in the restated Plan Document, User will have 30 days to notify WGA of User’s objection in writing. User and WGA agree to employ all reasonable efforts to resolve such issue to the mutual satisfaction of the parties.
7. User Obligations
User acknowledges that, in order for WGA to provide the TAdA Services, User must (i) ensure that the summary plan descriptions, Plan Documents, and any other documentation are accurately completed and timely adopted in accordance with all applicable laws; (ii) provide final versions of adopted Plan Documents to WGA for its use in connection with provision of the TAdA Services; (iii) distribute summary plan descriptions, summaries of plan modifications, and other plan documentation to Plan Participants in a timely manner; (iv) provide WGA with accurate and complete initial enrollment and eligibility data for each Plan Participant and notify WGA, through the Site, of changes to any Plan Participant’s enrollment and eligibility data, status, or benefit election, including, but not limited to, leaves of absence and terminations; (v) inform WGA of any errors in Plan Participants’ data of which User becomes aware, and correct such errors according to the method advised by WGA; (vi) advise Plan Participants of benefit election deadlines and ensure that Plan Participants complete subscription materials prior to such deadlines; and (vii) satisfy all reporting, disclosure, and notice requirements under applicable law.
User represents and certifies that (i) User has determined that proposed and existing Plan Participants are eligible to participate in each Benefit Plan for which TAdA Services are currently provided or sought; and (ii) information relating to Plan Participants’ enrollment in each such Benefit Plan, including current mailing addresses, is accurate and complete.
User acknowledges that, in order for WGA to provide User with TAdA Services relating to Health FSAs and/or Dependent Care FSAs, User must (i) process second level and final appeals of any claim for benefits, and (ii) provide Plan Participants who participate under the Grace Period, Carryover, and Run-Out features (each as defined in IRS Notice 2013-71) of any applicable Health FSA or Dependent Care FSA (if User elects to offer such features in the adopted Plan Document) with the appropriate information, and continue to remit payment for these participants, even if they are no longer employees of User’s organization.
In connection with WGA’s provision of TAdA Services relating to HSAs, User understands, acknowledges, and agrees to the following: (i) User is responsible for the design, funding, and operation of the HSA, including compliance with the Code and other applicable law; (ii) WGA will withdraw funds from User’s account and will deposit such funds into Plan Participant’s account in the amount of each Plan Participant’s election; (iii) such funds will be managed through a custodian made available by WGA; and (iv) Plan Participants will have an independent contractual relationship for deposit, investment, and related services with the HSA custodian bank, any breach of which shall not result in liability to WGA.
User further acknowledges that, in order for WGA to provide User with TAdA Services relating to HSAs, User must (i) determine whether an employee is eligible to contribute to an HSA, including eligibility relating to United States citizenship and/or residency, and authorization for employment in the United States; (ii) require that Plan Participants complete HSA enrollment procedures in conformity with the TAdA Agreement and any further instructions WGA may provide during the enrollment process; (iii) ensure that each Plan Participant’s salary-reducing HSA contributions do not exceed the maximum limit specified annually by the IRS; (iv) distribute to all Plan Participants all appropriate notices, forms, and disclosures provided by WGA and the plan custodian; (v) provide WGA with all Plan Participant information that WGA requests in connection with initial enrollment or transfer of an HSA account; and (vi) refrain from restraining the transfer or use of HSA funds beyond such restrictions authorized and/or imposed by the Code and other applicable law. By enrolling a Plan Participant in an HSA account through WGA, User represents that such Plan Participant is eligible to participate in an HSA program and that information provided to WGA regarding that employee is true and accurate.
8. User’s Duty to Abide by Applicable Law
User must comply with all laws, including but not limited to the Code and ERISA, as applicable to each Benefit Plan, and make all required filings with governmental agencies, including the IRS and DOL.
User agrees that the Health Insurance Portability and Accountability Act of 1996, as amended, and the Health Information Technology for Economic and Clinical Health Act, as amended, apply to the Health FSA and HSA. User agrees to comply with such law and the terms of the business associate agreement between the parties with respect to the Health FSA and HSA.
If User becomes aware of any failure or possible failure by User or Plan Participants to comply with any applicable law relating to the Health FSA, Dependent Care FSA, Commuter Plan and/or HSA, as applicable, User must immediately notify WGA in writing of the failure or possible failure and propose corrective action. Such notification must include a description of the facts and issues raised by the failure or possible failure. User is responsible for correcting any such failure or non-compliance and for reimbursing WGA for any reasonable penalties and expenses WGA may incur related to such correction or failure.
User acknowledges and agrees that User is solely responsible for determining the legal and tax status of the applicable Benefit Plan, including but not limited to compliance with the Code and ERISA, and their respective implementing regulations and guidance, as applicable. User acknowledges and agrees that with respect to the Health FSA, User is the named fiduciary within the meaning of ERISA section 402(a)(2), “plan administrator” within the meaning of ERISA section 3(16)(A), and “plan sponsor” within the meaning of ERISA section 3(16)(B).
9. Limitation of Liability
WGA disclaims any liability arising from penalties or other consequences associated with use of the Benefit Plan funds for ineligible expenses according to the applicable Plan Document. While WGA has procedures in place to prevent the expenditure of Benefit Plan funds for ineligible expenses, it is the User’s sole and ultimate responsibility to ensure Plan Participants use each Benefit Plan only for appropriate eligible expenses.
WGA disclaims any liability arising from Plan Participants exceeding the annual contribution limit. While WGA can limit a Plan Participant’s contributions to a specific Benefit Plan, a Plan Participant may violate contribution limits through contributions to another employer’s Benefit Plan or through a spouse. It is User’s sole and ultimate responsibility to ensure that each Plan Participant does not exceed contribution limits.
WGA makes no representations as to the performance of funds invested through an HSA. Any statements, images, charts, graphs, or other media relating to such performance attributable to WGA, Gusto, or their agents should be construed as purely illustrative, and have no relation to the performance of any Plan Participant’s HSA.
User agrees that WGA shall not be responsible for any interruption in TAdA Services, delay in claims processing, or other error or violation of applicable law as a result of User’s failure to fulfill its obligations under the TAdA Agreement.
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF ELIGIBILITY FOR A BENEFIT PLAN; (II) USERS AND PLAN PARTICIPANTS ARE SUBJECT TO REQUIREMENTS PRESCRIBED BY LAW FOR EACH OF THESE SERVICES; (III) WGA RELIES ONLY ON THE REPRESENTATIONS OF USERS AND PLAN PARTICIPANTS OF THE TADA SERVICES IN FACILITATING THE FORMATION AND ADMINISTRATION OF THE BENEFIT PLANS, AND IS NOT LIABLE FOR ANY EXPENSE, PENALTY, OR VIOLATION OF LAW BASED ON SUCH REPRESENTATIONS; (IV) WGA DOES NOT WARRANT THAT ANY CLAIM BY A PLAN PARTICIPANT IS FOR AN ELIGIBLE EXPENSE UNDER ANY TADA SERVICE; AND (V) WGA IS NOT RESPONSIBLE FOR THE DESIGN, IMPLEMENTATION, AMENDMENT OR TERMINATION OF THE BENEFIT PLAN.
Workers’ Compensation Insurance Terms
Effective October 23, 2023
DownloadTable of Contents
Last updated March 10, 2022
These Gusto Workers’ Compensation Insurance Terms (the “Gusto Workers’ Compensation Insurance Terms”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at https://www.gusto.com/about/terms/payroll (the “Payroll Terms”), and the NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “NEXT Insurance Service Terms”) (collectively, the “Gusto Workers’ Compensation Insurance Customer Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at www.gusto.com (the “Gusto Platform”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“NEXT Insurance”) via the Gusto platform (each, a “Workers’ Compensation Insurance Quote”) (the “Traditional Workers Compensation Service”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “Workers’ Compensation Insurance Plan”) (the “Workers’ Compensation Insurance – Bind Online Service”) (collectively, the “Workers’ Compensation Insurance Service”).
These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement.
1. These Gusto Workers’ Compensation Insurance Terms are Part of and Governed by the Gusto Terms and the Payroll Terms
The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by the terms and conditions of NEXT Insurance Service Terms.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms
These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “NEXT Insurance Platform”). The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/, and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy.
Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement.
3. Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement
Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, 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 Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.
5. Workers’ Compensation Insurance Service
Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service.
The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans.
6. Compliance with Laws
Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service.
7. Customer Questions and Complaints
Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance.
8. Service Fees and Charges
As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “Workers’ Compensation Fees”). Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term.
9. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN.
10. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK.
Effective October 20, 2023 to October 23, 2023
DownloadTable of Contents
Last updated March 10, 2022
These Gusto Workers’ Compensation Insurance Terms (the “Gusto Workers’ Compensation Insurance Terms”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms”), and the NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “NEXT Insurance Service Terms”) (collectively, the “Gusto Workers’ Compensation Insurance Customer Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at www.gusto.com (the “Gusto Platform”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“NEXT Insurance”) via the Gusto platform (each, a “Workers’ Compensation Insurance Quote”) (the “Traditional Workers Compensation Service”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “Workers’ Compensation Insurance Plan”) (the “Workers’ Compensation Insurance – Bind Online Service”) (collectively, the “Workers’ Compensation Insurance Service”).
These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement.
1. These Gusto Workers’ Compensation Insurance Terms are Part of and Governed by the Gusto Terms and the Payroll Terms
The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by the terms and conditions of NEXT Insurance Service Terms.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms
These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “NEXT Insurance Platform”). The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/, and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy.
Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement.
3. Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement
Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, 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 Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.
5. Workers’ Compensation Insurance Service
Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service.
The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans.
6. Compliance with Laws
Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service.
7. Customer Questions and Complaints
Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance.
8. Service Fees and Charges
As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “Workers’ Compensation Fees”). Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term.
9. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN.
10. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK.
Effective October 17, 2023 to October 20, 2023
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Gusto Workers’ Compensation Insurance Terms
Last updated March 10, 2022
These Gusto Workers’ Compensation Insurance Terms (the “Gusto Workers’ Compensation Insurance Terms”) together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms”), and the NEXT Insurance Terms of Use available at https://apintego.com/termsofuse/ (the “NEXT Insurance Service Terms”) (collectively, the “Gusto Workers’ Compensation Insurance Customer Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at www.gusto.com (the “Gusto Platform”), agrees to (i) provide Customers with the ability to request a workers’ compensation insurance quote from NEXT Insurance (“NEXT Insurance”) via the Gusto platform (each, a “Workers’ Compensation Insurance Quote”) (the “Traditional Workers Compensation Service”); and (ii) provide eligible Customers with the added ability to review and accept a Workers’ Compensation Insurance Quote (once accepted, a “Workers’ Compensation Insurance Plan”) (the “Workers’ Compensation Insurance – Bind Online Service”) (collectively, the “Workers’ Compensation Insurance Service”).
These Gusto Workers’ Compensation Insurance Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Gusto Workers’ Compensation Insurance Terms have the meanings ascribed to such terms in the Gusto Terms and the Payroll Terms, as applicable. The Gusto Workers’ Compensation Insurance Customer Agreement is a legally binding agreement between Customer and Gusto. The individual agreeing to these Gusto Workers’ Compensation Insurance Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Gusto Workers’ Compensation Insurance Customer Agreement carefully and to save a copy of it for Customer’s records. The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Gusto Workers’ Compensation Insurance Customer Agreement. By (i) checking the box presented with these Gusto Workers’ Compensation Insurance Terms, (ii) providing information as required to initiate a Workers Compensation Insurance Quote, or (iii) accessing or using the Workers’ Compensation Insurance Service, effective as of the date of such action, Customer agrees to be bound by the Gusto Workers’ Compensation Insurance Customer Agreement.
1. These Gusto Workers’ Compensation Insurance Terms are Part of and Governed by the Gusto Terms and the Payroll Terms
The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Gusto Services, are incorporated herein by reference, and Customer acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Gusto Terms and the Payroll Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these Gusto Workers’ Compensation Insurance Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, or the NEXT Insurance Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Workers’ Compensation Insurance Service directly on the Gusto Platform will be as follows: the terms and conditions of these Workers’ Compensation Insurance Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by the terms and conditions of NEXT Insurance Service Terms.
THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. These Gusto Workers’ Compensation Insurance Terms are in Addition to and Separate from the NEXT Insurance Service Terms
These Gusto Workers’ Compensation Insurance Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern Customer’s access to and use of the Workers’ Compensation Insurance Service through the Gusto Platform, and are in addition to and separate from any terms governing Customer’s access to and use of NEXT Insurance’s services made available at https://apintego.com (the “NEXT Insurance Platform”). The NEXT Insurance Platform is governed by the NEXT Insurance Terms of Service Agreement available at https://apintego.com/termsofuse/, and the NEXT Insurance Privacy Policy available at https://apintego.com/privacypolicy.
Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the NEXT Insurance Platform (the “Platforms”). Customer acknowledges that, under these Gusto Workers’ Compensation Insurance Terms, the policies and terms of both of the Platforms govern and may be inconsistent. Where any provision governing the Gusto Platform conflicts with any provision governing the NEXT Insurance Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Gusto Workers’ Compensation Insurance Customer Agreement.
3. Gusto Provision of the Workers’ Compensation Insurance Service is Governed by the Gusto Workers’ Compensation Insurance Customer Agreement
Subject to the terms and conditions of the Gusto Workers’ Compensation Insurance Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Workers’ Compensation Insurance Service, through its partnership with NEXT Insurance, in accordance with the Gusto Workers’ Compensation Insurance Customer Agreement.
4. Obligations Under the Gusto Terms
In addition to the obligations specified in these Gusto Workers’ Compensation Insurance Terms, 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 Customer’s Account; (iii) provide accurate, timely, and complete information required for Gusto to perform the Workers’ Compensation Insurance Service and maintain the accuracy and completeness of such information; (iv) timely and accurately respond to, execute, and submit information or documents requested directly by Gusto or NEXT Insurance; and (v) 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), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.
5. Workers’ Compensation Insurance Service
Provided that Customer meets Customer’s obligations and complies with the terms of the Workers’ Compensation Insurance Customer Agreement, Gusto will provide Customer with the Workers’ Compensation Insurance Service. The Workers’ Compensation Insurance Service shall be limited to allowing Customer’s Account Signatory to (i) request Workers’ Compensation Insurance Quotes under the Traditional Workers’ Compensation Service; and (ii) request, review and/or accept Workers’ Compensation Insurance Quotes under the Workers’ Compensation Insurance – Bind Online Service. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote or Plan presented to or accepted by Customer via the Workers’ Compensation Insurance Service.
The decision to accept any such Workers’ Compensation Insurance Quote is made solely by the Customer. Customer acknowledges that NEXT Insurance, and not Gusto, is the broker or agent of record for any Workers’ Compensation Insurance Quote presented to or Workers’ Compensation Insurance Plan accepted by Customer via the Workers’ Compensation Insurance Service. Gusto does not and cannot design, amend, modify, or terminate any of the Workers’ Compensation Insurance Quotes offered or recommended as part of the Worker’ Compensation Insurance Service. Additionally, Gusto does not manage billing, process claims, make decisions, provide documentation or certificates related to, or determine eligibility requirements for Workers Compensation Insurance Plans.
6. Compliance with Laws
Customer acknowledges and agrees that neither Gusto nor NEXT Insurance can provide legal, financial, accounting, or other compliance-related advice to Customer regarding its use of or need for the Workers’ Compensation Insurance Service.
7. Customer Questions and Complaints
Gusto’s customer support for the Workers’ Compensation Insurance Service shall be limited to answering questions generally about the functionality or availability of the Workers’ Compensation Insurance Service. Any questions, complaints, or disputes related to eligibility, underwriting, management, billing, or claims processing related to a Workers’ Compensation Insurance Quote or Workers’ Compensation Insurance Plan should be directly solely to NEXT Insurance.
8. Service Fees and Charges
As part of the Workers’ Compensation Insurance Service, Gusto will invoice Customer, on behalf of NEXT Insurance, for fees that Customer has incurred and agreed to pay in connection with Customer’s Workers’ Compensation Insurance Policy (the “Workers’ Compensation Fees”). Customer (i) agrees to pay the Workers’ Compensation Fees assessed by NEXT Insurance and invoiced by Gusto; (ii) understands that failure to pay Workers’ Compensation Fees as they become payable and/or failure to run payroll at least once every calendar month may result in suspension or termination of Customer’s Workers’ Compensation Insurance Policy; and (iii) authorizes NEXT Insurance to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Workers’ Compensation Fees as they become payable during the Term.
9. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 20 OF THE GUSTO TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT: (I) NOTHING HEREIN CONSTITUTES AN OFFER OR GUARANTEE OF WORKERS’ COMPENSATION INSURANCE COVERAGE; (II) REQUIREMENTS FOR A SPECIFIC WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE ARE MADE SOLELY BY THE INSURANCE CARRIER OF THAT WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; (III) GUSTO DOES NOT GUARANTEE ANY WORKERS’ COMPENSATION INSURANCE PLAN OR SERVICE; AND (IV) GUSTO IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, LIABILITIES, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR RELIANCE ON ANY WORKERS’ COMPENSATION INSURANCE QUOTE OR PLAN.
10. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE WORKERS’ COMPENSATION INSURANCE SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE WORKERS’ COMPENSATION INSURANCE SERVICE, AND CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE WORKERS’ COMPENSATION INSURANCE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS OR DEFECTS. ANY PARTICIPATION IN OR USE OF THE WORKERS’ COMPENSATION INSURANCE SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK.
R&D Tax Credit Redemption Service Terms
Effective October 20, 2023
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Last updated June 6, 2022
These R&D Tax Credit Redemption Service Terms (these “R&D Terms”), together with the Gusto Terms of Service Agreement available at http://www.gusto.com/about/terms (the “Gusto Terms”) and the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms” and collectively with the Gusto Terms and these R&D Terms, the “R&D Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to User certain services relating to the federal research and development tax credit (the “R&D Service”), which are provided through Gusto’s website, www.gusto.com.
These R&D Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these R&D Terms shall have the meanings ascribed to such terms in the Gusto Terms. The R&D Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the R&D Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these R&D 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 R&D Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the R&D Agreement or by accessing or using the R&D Service, User agrees, effective as of the date of such action, to be bound by the R&D Agreement.
1. These R&D Terms Are Part of and Are Governed by the Gusto Terms and the Payroll Terms
The terms and conditions of the Gusto Terms and the Payroll 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 Services, 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 and the Payroll Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these R&D Terms conflict with the terms and conditions of the Gusto Terms or the Payroll 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 R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, 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, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the R&D Service Is Governed by the R&D Agreement
Subject to the terms and conditions of the R&D Agreement, Gusto agrees to use reasonable efforts to provide User with the R&D Service in accordance with the R&D Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these R&D 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; (iii) follow instructions that Gusto provides to User with respect to the R&D Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the R&D Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service penalty notices, which could affect Gusto’s ability to effectively provide the R&D Service or which could increase the likelihood that a Claim is brought against User or Gusto in connection with the R&D Service; and (vi) 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) and Section 13 (General Prohibitions) of the Gusto Terms.
4. Eligibility and Enrollment Requirements for the R&D Service
Only small businesses that qualify for the federal research and development tax credit (the “Federal R&D Tax Credit”) are eligible for the R&D Service. Eligibility requirements for the Federal R&D Tax Credit are established by the Internal Revenue Service (“IRS”), and more information about the Federal R&D Tax Credit, including the IRS eligibility rules for the Federal R&D Tax Credit (the “IRS Rules”), can be found on the IRS website. Before enrolling a company (the “Company”) in the R&D Service, User should consult with an accountant to determine whether such Company is qualified for the Federal R&D Tax Credit, and User may only enroll such Company in the R&D Service if the Company is eligible for the Federal R&D Tax Credit under the IRS Rules (a “Qualified Business”).
By enrolling a Company in the R&D Service, User is representing and warranting to Gusto that (i) such Company is a Qualified Business; and (ii) such Company has authorized User to enroll the Company in the R&D Service and to provide Gusto with any authorizations necessary for Gusto to provide the R&D Service. If User is an accountant for the Company (each, a “Company Accountant”), then User represents and warrants to Gusto that the Company has authorized User to calculate the amount of Federal R&D Tax Credit available to the Company and to perform other actions related to the R&D Tax Credit for the Company.
5. Acknowledgment of Certain Federal R&D Tax Credit Rules
So long as the Company is a Qualified Business, User understands and acknowledges that (i) the Federal R&D Tax Credit can be applied against the Company’s employer Social Security taxes; (ii) there is a maximum on how much the Company can claim under the Federal R&D Tax Credit per business tax year; (iii) the Federal R&D Tax Credit can be carried forward to future business tax years until such Federal R&D Tax Credit is fully applied; and (iv) since the Federal R&D Tax Credit is taken against the Company’s employer Social Security taxes, the amount that the Company receives as a refund from the IRS for the Federal R&D Tax Credit, or the amount reduced from the employer Social Security taxes owed, cannot exceed the amount of employer Social Security taxes that the Company owes.
6. Gusto has No Liability for Provided Information
Gusto is not responsible or liable for determining how much Federal R&D Tax Credit the Company is eligible to claim in a given business tax year (the “Available Credit”). Determining the amount of Available Credit is solely the responsibility of User and any Company Accountants. For any business tax year that the Company would like to claim the Federal R&D Tax Credit, User or a Company Accountant must provide Gusto with the necessary information for Gusto to perform the R&D Service, including but not limited to the amount of Available Credit for such business tax year (the “Provided Information”). User and any Company Accountants are solely responsible for the accuracy, timeliness, and completeness of such Provided Information and for maintaining the accuracy and completeness of such Provided Information. Gusto will rely on the Available Credit information and other Provided Information furnished by User and Company Accountants. Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from reliance on the Provided Information.
7. Obligation to Notify Gusto of Changes to Information
User must promptly notify Gusto of any changes to the Provided Information. In particular, User must promptly notify Gusto if (i) the Company has changed the employer identification number that any remaining Available Credit should apply to; (ii) the Company has used any portion of its Available Credit against its business income taxes; or (iii) the amount of the Company’s remaining Available Credit has changed for any reason other than Gusto’s application of the remaining Available Credit to the Company’s employer Social Security taxes in accordance with the R&D Service. Gusto is not responsible or liable for any consequences or Claims, including but not limited to any Resulting Errors, arising from User’s failure to notify Gusto of any changes to the Provided Information.
8. R&D Service Descriptions
Gusto offers two versions of the R&D Service: the Post-Quarter Refund version and the Real Time R&D Tax Credit version.
Post-Quarter Refund
Gusto currently offers the Post-Quarter Refund version of the R&D Service (the “Post-Quarter Refund Service”) for no additional fee, but Gusto reserves the right to begin charging an additional fee for the Post-Quarter Refund Service at any time in the future, at its sole discretion. If Gusto begins charging an additional fee for the Post-Quarter Refund Service, then Gusto shall provide User with prior notice of the fee change, in accordance with Section 2 (Service Fees and Charges) of the Gusto Terms.
If User is enrolling the Company in the Post-Quarter Refund Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to make the applicable quarterly tax filings to claim the Federal R&D Tax Credit on the Company’s behalf for each business tax year in which the Company claims the Federal R&D Tax Credit. The Company will typically receive an IRS refund for the applicable portion of the remaining Available Credit approximately 6 to 8 weeks after each quarter’s applicable tax returns for the Federal R&D Tax Credit have been filed. Gusto cannot guarantee that the Company will receive its refunds from the IRS for the Federal R&D Tax Credit within this timeframe, or at all.
So long as (i) the Company is enrolled in the Post-Quarter Refund Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will file, and User authorizes Gusto to file, the applicable quarterly tax filings on behalf of the Company to claim the Company’s remaining Available Credit. If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Post-Quarter Refund Service so that Gusto can file the applicable quarterly tax filings pursuant to the R&D Agreement. User may cancel the Post-Quarter Refund Service at any time, either through terminating the R&D Service entirely or by upgrading to the Real Time R&D Tax Credit Service (as defined below).
Real Time R&D Tax Credit
Gusto currently offers the Real Time R&D Tax Credit version of the R&D Service for an additional monthly fee (the “Real Time R&D Tax Credit Service”). If User is enrolling the Company in the Real Time R&D Tax Credit Service, User authorizes (and represents and warrants to Gusto that it has the authority to authorize) Gusto to (i) reduce the Company’s employer Social Security taxes for each payroll run on Gusto by a portion of the remaining Available Credit, if any (each, a “Payroll Reduction”); and (ii) charge the Company the additional monthly fee for the Real Time R&D Tax Credit Service pursuant to Section 2 (Service Fees and Charges) of the Gusto Terms for the calendar months in which Gusto applies any Payroll Reduction (collectively, the “Authorized Real Time R&D Actions”).
So long as (i) the Company is enrolled in the Real Time R&D Tax Credit Service; (ii) Gusto is provided with the necessary information to provide the R&D Service; (iii) User is in compliance with the R&D Agreement; and (iv) the Company has any Available Credit to be applied to the Company’s employer Social Security taxes, Gusto will take, and User authorizes Gusto to take, the Authorized Real Time R&D Actions. If the Company’s Available Credit is fully applied at any point in time, User or a Company Accountant can still submit future Available Credit information to Gusto via the Real Time R&D Tax Credit Service so that Gusto can take the Authorized Real Time R&D Actions pursuant to the R&D Agreement. User may cancel the Real Time R&D Tax Credit Service at any time, provided that if a Payroll Reduction has been applied to any payroll run in the calendar month that User cancels the Real Time R&D Tax Credit Service, then Gusto will charge the Company the monthly additional fee for the Real Time R&D Tax Credit Service for such calendar month.
Effective October 20, 2023 to October 20, 2023
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Last updated June 6, 2022
These R&D Tax Credit Redemption Service Terms (these “R&D Terms”), together with the Gusto Terms of Service Agreement available at http://www.gusto.com/about/terms (the “Gusto Terms”) and the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms” and collectively with the Gusto Terms and these R&D Terms, the “R&D Agreement”), set forth the terms and conditions under which Gusto, Inc., (“Gusto”), agrees to provide to User certain services relating to the federal research and development tax credit (the “R&D Service”), which are provided through Gusto’s website, www.gusto.com.
These R&D Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these R&D Terms shall have the meanings ascribed to such terms in the Gusto Terms. The R&D Agreement is a legally binding agreement between User and Gusto. User is encouraged to read the R&D Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these R&D 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 R&D Agreement, and User’s agreement to these terms will 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 clicking the applicable button to indicate User’s acceptance of the R&D Agreement or by accessing or using the R&D Service, User agrees, effective as of the date of such action, to be bound by the R&D Agreement.
1. These R&D Terms Are Part of and Are Governed by the Gusto Terms and the Payroll Terms
The terms and conditions of the Gusto Terms and the Payroll 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 Services, 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 and the Payroll Terms shall remain in full force and effect to the full extent provided therein.
If the terms and conditions of these R&D Terms conflict with the terms and conditions of the Gusto Terms or the Payroll 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 R&D Terms shall control, followed by the terms and conditions of the Payroll Terms, 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, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE R&D AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.
2. Gusto’s Provision of the R&D Service Is Governed by the R&D Agreement
Subject to the terms and conditions of the R&D Agreement, Gusto agrees to use reasonable efforts to provide User with the R&D Service in accordance with the R&D Agreement.
3. Obligations Under the Gusto Terms
In addition to the obligations specified in these R&D 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; (iii) follow instructions that Gusto provides to User with respect to the R&D Service; (iv) provide accurate, timely, and complete information required for Gusto to perform the R&D Service and maintain the accuracy and completeness of such information; (v) notify Gusto of third-party notices, such as Internal Revenue Service penalty notices, which could affect Gusto’s ability to effectively provide the R&D Service or wh