Terms

Updated: June 10, 2025

1. Applicability.
   1. Agreement Formation. These Gusto, Inc. ("Gusto") Purchase Order Terms and Conditions ("PO Terms"), together with any order form, purchase order, or other document issued by Gusto ("PO") and/or any quote, proposal, invoice, statement of work or other document issued by Vendor ("SOW") describing the goods or services ("Deliverables") to be provided by you or the entity you represent ("Vendor") to Gusto, shall constitute a binding agreement ("Agreement") between Gusto and Vendor.
   2. Incorporation by Reference. These PO Terms may either be: Physically attached to a PO, or Incorporated by reference in a PO through a URL link (currently located at: https://gusto.com/legal/terms/potc). In either case, these PO Terms shall be deemed incorporated into and made a part of the Agreement as if fully set forth therein. Vendor acknowledges that it has had the opportunity to review these PO Terms, regardless of whether they are physically attached to the PO or incorporated by reference through a URL link.
   3. Conflicts and Order of Precedence. In the event of any conflict or inconsistency between these PO Terms and any terms contained in any attached SOW, these PO Terms shall govern and supersede such conflicting or inconsistent terms, regardless of when such document was executed or delivered. In the absence of any separately negotiated agreement that has been expressly agreed to and signed by an authorized representative of Gusto in writing (whether by wet ink signature or electronic signature through DocuSign or similar electronic signature platforms) ("Separate Agreement"), this Agreement will govern all aspects of the transaction.
   4. Acceptance of Terms. By providing the Deliverables, invoicing against the Agreement or accepting payment pursuant to the Agreement, Vendor accepts the terms herein.
   5. Order of Precedence. Unless expressly agreed to by Gusto in writing, in the event of a conflict between applicable terms, the order of precedence will be: (i) any Separate Agreement; (ii) the PO; (iii) these PO Terms; (iv) any applicable SOW.
2. Delivery Terms. Vendor will deliver any goods in the quantities, by the date(s), and to the address(es) specified in the PO. If Vendor fails to deliver by the specified date(s), Gusto may, at its option, (i) direct Vendor to make expedited routing at Vendor's expense, or (ii) terminate the Agreement. The goods shall be properly packed, marked, loaded and shipped according to applicable industry standards, in accordance with Gusto’s instructions, and in a manner to ensure the goods are delivered undamaged. The risk of loss or damage in transit shall be upon Vendor.
3. Assignment and Subcontracting. Vendor may not assign the Agreement or any rights or obligations thereunder without Gusto's prior written consent. Vendor may not subcontract any portion of the Deliverables without Gusto's prior written consent. Vendor remains responsible for all subcontractor performance. Gusto may assign the Agreement to any affiliate or successor without Vendor's consent.
4. Inspection and Acceptance. Gusto may inspect Deliverables during any stage of their manufacture, construction, preparation, delivery or completion. Gusto may reject any Deliverables which do not conform to the applicable requirements within 30 business days of Vendor’s delivery (“Acceptance Period”). At its option, Gusto may (i) return the nonconforming Deliverables to Vendor for a refund or credit; (ii) require Vendor to replace, repair or correct the non-conforming Deliverables at no additional cost to Gusto; or (iii) accept the non-conforming Deliverables conditioned on Vendor providing a refund or credit in an amount Gusto reasonably determines to represent the diminished value of the non-conforming Deliverables. If applicable, the Acceptance Period shall restart upon delivery of the corrected Deliverables. Gusto’s payment to Vendor for goods prior to Gusto’s timely rejection of such goods as nonconforming will not be deemed as acceptance by Gusto.
5. Payment. Unless payment has been permitted via credit card or ACH, Gusto’s payment of undisputed fees will be due within 45 days of receipt of Vendor’s invoice (remit to address: [email protected]). Gusto has no obligation to pay any invoice received in excess of one hundred eighty (180) days after the date Vendor was required to invoice Gusto under the Agreement. Gusto will pay in the currency stated in the Agreement. No late fees shall accrue or be incurred. Gusto will only reimburse Vendor for expenses that are approved in advance in writing.
6. Pricing. Vendor shall not increase prices during the term of the Agreement. For any renewal, Vendor shall not increase prices without providing at least 90 days' prior written notice to [email protected]. Any price increase shall not exceed the lesser of: (a) 2.5% or (b) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) over the preceding 12-month period.
7. Disputes and Binding Arbitration.
   1. Informal Dispute Resolution. Gusto will promptly notify Vendor of any disputed fees or expenses and the parties will cooperate in the prompt resolution of any disputed fees and expenses. Vendor will not withhold or delay Deliverables or associated support or fail to perform any other services or obligations based on Gusto's withholding of fees or expenses due to a good faith dispute between the parties. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.
   2. Binding Arbitration. If the dispute has not been resolved by negotiation within 30 days of the disputing party's notice, either party may initiate binding arbitration as the exclusive means to resolve such dispute. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
   3. Arbitration Procedures. The arbitration shall take place in San Francisco, California. The arbitration shall be conducted by a single arbitrator with experience in commercial contracts and technology transactions. The arbitrator shall be selected in accordance with JAMS rules. The arbitration proceedings shall be conducted in English. The arbitrator shall apply California law without reference to any rules of conflict of laws. The arbitrator shall have the authority to grant any remedy or relief that would have been available to the parties had the matter been heard in court.
   4. Costs and Fees. Each party shall bear its own costs and attorneys' fees in the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the arbitration proceedings, unless the arbitrator determines that a different allocation is appropriate.
   5. Confidentiality. The existence, content, and result of any arbitration proceeding shall be held in confidence by the parties and the arbitrator, except as required by applicable law or to the extent necessary to enforce or challenge the arbitration award.
   6. Class Action Waiver. The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.
   7. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending the establishment of the arbitral tribunal or in aid of arbitration.
8. Laws. Each party hereby represents and warrants that it is in compliance and will continue to comply with any applicable laws necessary for each to perform its obligations under these PO Terms and the Agreement. These PO Terms and the Agreement are governed by the laws of California, without regard to its conflict of laws principles. Except as provided in Section 7(g) regarding injunctive relief, the parties agree that all disputes shall be resolved exclusively through binding arbitration as set forth in Section 7.
9. Ownership and Use of Gusto Marks. Vendor receives no right, title, or interest in or to any Gusto information, intellectual property, logos or trademarks (“Marks”). Vendor will not use Marks without Gusto’s prior written consent in each instance, and any such consent will be contingent on Vendor’s compliance with Trademark Use Guidelines, which is available at the URL https://gusto.com/legal/terms/tm-use-guide (or any successor URL designated by Gusto) which may be updated by Gusto in its sole discretion from time to time.
10. Confidentiality. These PO Terms, the Agreement, and any non-public information, records, or data received by Vendor from Gusto will be treated as confidential information of Gusto ("Confidential Information"). Vendor shall: (a) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use Confidential Information for any purpose outside the scope of the Agreement; (c) not disclose Confidential Information to any third party without Gusto's prior written consent; and (d) limit access to Confidential Information to its employees, contractors, and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with Vendor at least as protective as those in this Agreement. These obligations shall continue for five (5) years after the termination or expiration of the Agreement. Upon Gusto's request, Vendor shall return or destroy all Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to Vendor prior to its receipt from Gusto; (iii) is independently developed by Vendor without use of Confidential Information; or (iv) is rightfully obtained by Vendor from a third party without restriction on use or disclosure.
11. Publicity. Vendor shall not issue any press release or otherwise publicly disclose any information regarding the existence or terms of the Agreement, the relationship between the parties, or any engagement with Gusto without Gusto's prior written consent in each instance. Any such consent shall be at Gusto's sole discretion and may be withdrawn at any time. All approved publicity materials must comply with Gusto's then-current brand guidelines and must be submitted to Gusto for review and approval prior to publication or use.
12. Data Privacy and Security. If Vendor processes personal data on behalf of Gusto, Vendor shall: (a) such processing shall be done in accordance with Gusto’s Service Provider Data Processing Agreement, which is available at the URL https://gusto.com/legal/terms/spdpa (or any successor URL designated by Gusto), which may be updated by Gusto in its sole discretion from time to time; (b) implement appropriate technical and organizational measures to protect the data; (c) process the data only in accordance with Gusto's documented instructions; (d) assist Gusto in responding to data subject requests; (e) notify Gusto promptly of any data breach, but in no event later than 24 hours after discovery; (f) comply with all applicable data protection laws; and (g) upon termination, return or delete all Gusto data as directed by Gusto. Vendor shall maintain a comprehensive information security program that includes appropriate administrative, technical, and physical safeguards designed to: (i) ensure the security and confidentiality of Gusto data; (ii) protect against anticipated threats or hazards to the security or integrity of Gusto data; and (iii) protect against unauthorized access or use of Gusto data.
13. Audit Rights. Upon reasonable notice, Gusto may audit Vendor's compliance with this Agreement, including Vendor's security controls, data protection practices, and performance of services. Vendor shall cooperate with such audits and provide any information reasonably requested by Gusto. Audits shall be conducted during normal business hours and in a manner that minimizes disruption to Vendor's operations.
14. Term; Termination. Gusto may terminate the Agreement: (a) on notice to Vendor for Vendor's failure to provide the Deliverables as warranted; (b) for any other material breach by Vendor if such breach remains uncured for thirty (30) days following Vendor's receipt of written notice; (c) immediately if Vendor becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (d) for convenience upon thirty (30) days' written notice to Vendor, in which case Gusto shall pay for Deliverables properly provided prior to termination. Upon termination, Vendor will cease any use of Marks and Gusto will continue to be responsible for payment of any Deliverables actually received and accepted prior to termination. The Agreement shall not automatically renew. Any renewal requires a new agreement or written amendment signed by Gusto. Vendor shall provide written notice to [email protected] at least 60 days prior to the expiration of any term if renewal is desired.
15. Warranties. Vendor warrants that: (a) all Deliverables will conform to applicable specifications and be free from defects in design, material, and workmanship; (b) all services will be performed in a professional and workmanlike manner in accordance with industry standards; (c) Vendor has all the rights necessary to provide the Deliverables; (d) the Deliverables do not and will not infringe any third party's intellectual property rights; and (e) Vendor will comply with all applicable laws in performing its obligations under the Agreement. These warranties survive inspection, acceptance, and payment.
16. Indemnification. Vendor agrees to indemnify, reimburse, and hold harmless Gusto and its officers, directors, employees, agents, successors, and assigns from claims, costs, losses, liabilities, damages and expenses arising out of Vendor's actual or alleged (a) infringement of any third party intellectual property rights, including patents, copyrights, trademarks, trade secrets, or other proprietary rights, (b) negligence or willful misconduct, or defective goods and services hereby ordered and/or received, (c) injury to Vendor employees while in the course of providing goods or services to Gusto or an affiliated entity, (d) violation of law, or (e) data security breach or violation of data protection laws. Vendor's duty to defend is separate from its duty to indemnify.
17. Limitation of Liability. Gusto will not be liable to Vendor for any indirect, incidental, consequential, or punitive damages, including any lost profits, data, goodwill, or business opportunity, for any matter relating to the Agreement. Gusto's total liability arising out of or related to the Agreement will not exceed the total amount paid by Gusto to Vendor under the Agreement during the twelve (12) months preceding the claim. Vendor's total liability to Gusto for any claim arising out of or related to the Agreement will not exceed three (3) times the total amount paid or payable by Gusto to Vendor under the Agreement; provided, however, that this limitation shall not apply to Vendor's indemnification obligations, breach of confidentiality obligations, grossly negligent or willful acts or omissions, violations of applicable law, or liability for infringement of Gusto's intellectual property rights.
18. Insurance. Vendor must maintain insurance policies in coverage amounts maintained by a prudent supplier of goods and services similar to those provided hereunder, including professional errors and omissions liability insurance and comprehensive commercial general liability insurance. Upon request, Vendor must provide Gusto with written proof of such insurance.
19. Export Obligations. If Deliverables originate from a country outside of Gusto’s delivery location, Vendor agrees to abide by all applicable export control laws and regulations of that country. Vendor will indemnify and defend Gusto against any liabilities, penalties, damages, costs or expenses that may be imposed upon Gusto in connection with Vendor’s violation of any applicable export control laws and regulations. Vendor is also responsible for complying with all applicable laws and regulations regarding the importation of Deliverables into the country where Gusto’s delivery location resides.
20. Background Checks and Personnel. Vendor must perform background checks on all personnel who will provide services to Gusto or have access to Gusto data. Vendor will not assign or allow any personnel with a felony conviction or a conviction for a crime involving dishonesty, violence, or misuse of information to work on Gusto matters or access Gusto data. If Gusto reasonably requests, Vendor will promptly remove any personnel from Gusto work or data access. If Vendor fails to comply, Gusto may require replacement of personnel, suspend access, or cancel the order.
21. Cumulative Remedies. Gusto’s rights and remedies under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
22. Taxes. Vendor shall be responsible for all taxes imposed on Vendor's income, property, employees, or other resources. Gusto shall be responsible for all sales, use, excise, value-added, or similar taxes properly assessed on the Deliverables provided to Gusto. All invoices shall separately state applicable taxes. If Gusto provides Vendor with a valid tax exemption certificate, Vendor shall not invoice for the exempt taxes. Vendor shall cooperate with Gusto's reasonable requests related to tax matters, including providing necessary documentation for tax exemptions or credits.
23. Intellectual Property. All Deliverables, work product, and intellectual property rights created specifically for Gusto under the Agreement ("Work Product") shall be the sole and exclusive property of Gusto. Vendor hereby irrevocably assigns and agrees to irrevocably assign to Gusto all right, title, and interest in and to the Work Product. Vendor shall execute any documents reasonably requested by Gusto to perfect such assignment and enforce Gusto’s exclusive ownership of Work Product. For pre-existing materials incorporated into the Deliverables, Vendor grants and agrees to cause to be granted to Gusto a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute such materials in connection with the Deliverables.
24. Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, or government actions; provided that the affected party: (a) gives the other party prompt notice of such cause, and (b) uses commercially reasonable efforts to promptly correct such failure or delay in performance. If Vendor's delay or non-performance continues for 30 days, Gusto may terminate the Agreement without liability.
25. Survival. The following sections shall survive termination or expiration of the Agreement: Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Warranties, and any other provision that, by its nature, should survive.
26. Severability. If any provision of the Agreement and/or these PO Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
27. Waiver. The failure of either party to enforce any provision of the Agreement shall not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of the Agreement shall be effective unless in writing and signed by the waiving party.
28. Entire Agreement. The Agreement (including these PO Terms, whether physically attached to a PO or incorporated by reference through a URL link as described in Section 1) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, except for any Separate Agreement as defined in Section 1.
29. Amendment. The Agreement may only be modified by a written amendment signed by authorized representatives of both parties.
30. Notices. All notices must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier; or (d) sent by registered or certified mail. Notices to Gusto must be sent to [email protected] and Gusto's address on the PO, with a copy to [email protected].

Please direct any inquiries to [email protected].