Terms

Last updated November 30, 2020

These Owner-Only S Corporation Terms (the “Owner-Only S Corp Terms”), together with the Gusto Terms of Service Agreement available at www.gusto.com/about/terms (the “Gusto Terms”), the Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms”) and the Human Resources Terms available at https://gusto.com/about/terms/hr (the “HR Terms” and collectively with the Gusto Terms, the Payroll Terms, and these Owner-Only S Corp Terms, the “Owner-Only S Corp Agreement”), set forth the terms and conditions under which ZenPayroll, Inc., a Delaware corporation doing business as Gusto (“Gusto”) at https://gusto.com (the “Gusto Platform”), agrees to provide Bronze, Silver, and Gold Accounting Partners, as those tiers are defined on https://gusto.com/partners/accountants, with the ability to enroll owner-only S Corporations with EINs not previously used on the Gusto Platform (each, a “Client” and collectively, the “Clients”) in the Quarterly Payroll Service (as defined in Section 4, herein).

These Owner-Only S Corp Terms are “Service Terms” under the Gusto Terms. Capitalized terms used but not otherwise defined in these Owner-Only S Corp Terms shall have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms or the HR Terms, as applicable. The Owner-Only S Corp Agreement is a legally binding agreement between Accounting Firm, in its individual capacity and as an agent for its Clients, and Gusto. Accounting Firm authorized to enter into the Owner-Only S Corp Agreement on behalf of Clients is encouraged to (i) read the Owner-Only S Corp Agreement carefully, (ii) share the Owner-Only S Corp Agreement with each client prior to making them a Client, and (iii) save a copy of the Owner-Only S Corp Agreement for Accounting Firm’s and Clients’ own records. Accounting Firm represents and warrants that it has the authority to bind its Clients to the Owner-Only S Corp Agreement. By (i) clicking the applicable button to indicate Accounting Firm’s choice of the Quarterly Payroll Service for a Client, (ii) clicking the applicable button to indicate Accounting Firm’s acceptance of the Owner-Only S Corp Agreement, in its individual capacity or as an agent for its Clients, or (iii) accessing or using the Quarterly Payroll Service, effective as of the date of such action, Accounting Firm and the applicable Client agree to be bound by the Owner-Only S Corp Agreement.

1. These Owner-Only S Corp Terms Are Part of and are Governed by the Gusto Terms, the Payroll Terms and the HR Terms

The terms and conditions of the Gusto Terms agreed to in connection with the creation of each Client’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Payroll Service, are incorporated herein by reference, and Accounting Firm, in its individual capacity as well as in its capacity as an agent of any of its Clients, 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 Owner-Only S Corp Terms conflict with the terms and conditions of the Gusto Terms, the Payroll Terms, the HR Terms, or any other terms entered into by Accounting Firm relating to partner promotion 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 Owner-Only S Corp Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the HR Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by any other partner promotion terms.

THE GUSTO TERMS, AVAILABLE AT WWW.GUSTO.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, ACCOUNTING FIRM’S AND CLIENTS’ INDEMNIFICATION OBLIGATIONS, ACCOUNTING FIRM’S AND CLIENTS’ DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE OWNER-ONLY S CORP AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. Gusto’s Provision of the Quarterly Payroll Service is Governed by the Owner-Only S Corp Agreement

Subject to the terms and conditions of the Owner-Only S Corp Agreement, Gusto agrees to use commercially reasonable efforts to provide Accounting Firm and its Clients with the Quarterly Payroll Service in accordance with the Owner-Only S Corp Agreement.

3. Obligations Under the Gusto Terms

In addition to the obligations specified in these Owner-Only S Corp Terms, Accounting Firm and Clients have certain obligations under the Gusto Terms and Payroll Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Accounting Firm’s or each Client’s Account, as applicable; (iii) provide accurate, timely, and complete information required for Gusto to perform the Quarterly Payroll Service and maintain the accuracy and completeness of such information; (iv) notify Gusto of third-party notices, such as IRS penalty notices, which could affect Gusto’s ability to effectively provide the Quarterly Payroll Service or which could increase the likelihood that a Claim is brought against Accounting Firm, Client, or Gusto in connection with the Quarterly Payroll Service; and (v) abide by certain obligations and 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 11 (Proprietary Rights), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms.

4. Quarterly Payroll Service

Provided that Accounting Firm and its Clients each meet their obligations and comply with the terms of this Owner-Only S Corp Agreement, then as long as Clients are subscribed to the Quarterly Payroll Service, Gusto will provide Accounting Firm’s Clients with the Quarterly Payroll Service.

Through participation in the Quarterly Payroll Service, Accounting Firms are afforded limited use of the Payroll Service (as defined in the Gusto Terms) in order to process payroll for Client’s (i) owner(s), no more than once per fiscal quarter, which includes any reversals, adjustments, or amendments necessary to effectuate that same purpose; and (ii) contractors (collectively, the “Quarterly Payroll Service”). 

Accounting Firm acknowledges and agrees that Clients are not authorized to utilize the Payroll Service outside of the Quarterly Payroll Service, such restrictions including but not limited to adding non-owner employees onto Gusto or processing payroll for Client owners on a more frequent basis than what is permitted under the Quarterly Payroll Service. Gusto reserves the right to suspend or terminate any Client from the Quarterly Payroll Service, to the extent that such Client utilizes a functionality of the Payroll Service that is not included in the Quarterly Payroll Service, including but not limited to: (a) hiring and processing payroll for any employees that do not hold an ownership stake in such Client; and (b) processing payroll for the owner(s) of such Client on Gusto on a more frequent basis than what is permitted under the Quarterly Payroll Service.

5. Service Fees and Charges

Accounting Firm and Clients agree to pay the fees for the Quarterly Payroll Service in accordance with the Gusto Terms and Section 5 of these Owner-Only S Corp Terms and authorize Gusto to debit Clients’ designated bank accounts, as specified by Accounting Firm or Clients through the Platform, for all fees as they become payable during the Term.

The base fee for each Client enrolled in the Quarterly Payroll Service will be $25 per month ($300 per year) (the “S Corp Monthly Fee”). The S Corp Monthly Fee will be owed in full for a given calendar month, regardless of whether a Client is only enrolled in the Services for a portion of such month. The add-on fee for contractor payments will be $6 per contractor paid by or on behalf of each Client via the Quarterly Payroll Service (the “Contractor Payment Fee”) in a given calendar month (e.g., a Client who pays 4 contractors in a given calendar month will owe Gusto $24 in Contractor Payment Fees for that month).

Gusto reserves the right to change the fees for the Quarterly Payroll Service from time to time. Accounting Firm and Clients will be notified of any change to existing fees at least one hundred and eighty (180) days before the fee change goes into effect. If a fee increase or change to this Owner-Only S Corp Agreement is not acceptable to any of Accounting Firm’s Clients then Accounting Firm may, acting as an agent for such Client, cancel the Quarterly Payroll Services for that Client prior to the time when such fee increase or change to this Owner-Only S Corp Agreement takes effect. Accounting Firm or Clients’ continued use of the Quarterly Payroll Service beyond the time when such fee increase or change to this Owner-Only S Corp Agreement takes effect constitutes that party’s agreement to those changes.

6. Accounting Firm Promotions

Accounting Firm understands and agrees that Clients enrolled in the Quarterly Payroll Service (i) do not constitute Partner Clients, as defined in the Gusto Accountant Program Terms available at https://gusto.com/partners/terms (the “Accountant Program Terms”); (ii) are ineligible for and/or do not count towards any and all Incentives described in the Accountant Program Terms; and (iii) are also ineligible for and/or do not count towards any other limited promotions tailored to accountant partners, including but not limited to any promotions listed on Gusto’s partner promotion page, available at https://gusto.com/partners/promotion.

7. Modifications

Because the Quarterly Payroll Service is still under development, Gusto may change or discontinue all or any part of the Quarterly Payroll Service, at any time, with or without notice, at Gusto’s sole discretion. Gusto may also modify this Owner-Only S Corp Agreement at any time, in Gusto’s sole discretion. If Gusto modifies the Owner-Only S Corp Agreement, Gusto shall notify Accounting Firm and Clients by posting the modified Owner-Only S Corp Agreement on the Gusto Platform or through other electronic communications. It is the responsibility of Accounting Firm to (i) review the Owner-Only S Corp Agreement whenever Gusto modifies it; (ii) promptly provide the modified Owner-Only S Corp Agreement to Accounting Firm’s Clients; and (iii) save a copy of the modified Owner-Only S Corp Agreement for Accounting Firm’s and its Clients’ recordkeeping purposes. Accounting Firm’s and/or a Client’s continued use of the Quarterly Payroll Services constitutes such entity’s agreement to be bound by the modified Owner-Only S Corp Agreement. If Accounting Firm and/or any Client does not agree to be bound by the modified Owner-Only S Corp Agreement, then Accounting Firm and/or such Client(s), as applicable, may not continue to use the Quarterly Payroll Service.