Gusto CLI Beta Terms

These Gusto CLI Beta Terms of Service ("CLI Beta Terms"), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms) ("Employer Terms") and the Payroll Service Terms (available at gusto.com/legal/terms/payroll) ("Payroll Terms") (collectively, the "CLI Beta Agreement"), set out the terms under which Gusto, Inc. ("Gusto") will provide Employer access to the Gusto Command Line Interface ("CLI") on a limited, pre-release beta basis. In the event of any conflict between the CLI Beta Terms and the Employer Terms or the Payroll Terms, the CLI Beta Terms will control with respect to the CLI; provided that the Employer DPA controls over these CLI Beta Terms with respect to the Processing of personal data, and the AUP continues to apply in full. The CLI Beta Terms are "Additional Terms" as defined in the Employer Terms. Capitalized terms not defined in these CLI Beta Terms have the meaning ascribed to them in the Employer Terms or Payroll Terms, as applicable. By installing, accessing, or using the CLI, the individual doing so represents and warrants that they are authorized to act on Employer's behalf and to bind Employer to this CLI Beta Agreement.
THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN BY REFERENCE WITH FULL EFFECT. NOTHING IN THIS PARAGRAPH WAIVES ANY NON-WAIVABLE RIGHT OF EMPLOYER UNDER APPLICABLE LAW.

1.1 Beta Access. Access to the CLI during the beta period ("Beta Period") is limited to Employers who have been granted access by Gusto at Gusto's sole discretion. Gusto may withdraw access at any time in its sole discretion.

1.2 Beta Period. The Beta Period begins on the earlier of the date Employer first installs the CLI and the date Employer is granted access to the CLI, and ends on the earlier of: (a) the date Gusto notifies Employer that the Beta Period has concluded; or (b) the date Gusto elects to terminate Employer's beta access pursuant to Section 13. Gusto reserves the right to modify the Beta Period at any time without notice.

1.3 No Service Level Commitments. The CLI is provided during the Beta Period without any service level commitments, uptime guarantees, or performance warranties of any kind. Gusto does not represent that the CLI will be available, uninterrupted, error-free, or fit for any particular purpose. Downtime, feature changes, and interruptions may occur without notice.

1.4 Changes to the CLI. The CLI is under active development. Gusto may add, modify, limit, suspend, or remove features, commands, Skills (as defined in Section 4), or capabilities at any time and without notice. Features available during the Beta Period may not be available in any subsequent release, and features described as planned or forthcoming are not guaranteed.

1.5 No Entitlement to Continued Access. Installation or use of the CLI during the Beta Period does not entitle Employer to continued access following the conclusion of the Beta Period, or to access at any particular price or terms following a general availability release.

1.6 Authorization and Attribution. Employer is deemed to have accepted this CLI Beta Agreement upon the first installation or authentication of the CLI using Employer's credentials or otherwise within Employer's authorized access, whether performed by a human, an AI agent, or any other automated system. Actions taken through the CLI by an AI agent or automated system operating with Employer's credentials or within Employer's authorized access constitute Authorized Actions under the Employer Terms, on the same basis as actions taken by an authorized Administrator. Consistent with the Employer Terms, Employer is responsible for all such Authorized Actions, including the installation and authentication of the CLI itself, regardless of whether Employer had actual knowledge of the specific action at the time it occurred. Employer is responsible for the acts of any AI agent or automated system deployed by a party acting on Employer's behalf to the same extent as if Employer had directly authorized and deployed the system. Employer is responsible for ensuring that any party it authorizes to act on its behalf does not grant AI agents or automated systems broader access to Employer's Gusto account or credentials than Employer itself has authorized. Employer's obligation to restrict and promptly revoke access to its Gusto account credentials, including credentials accessible to AI agents, browser automation tools, and third-party integrations, is a material term of this CLI Beta Agreement. Authentication through valid credentials is conclusive evidence of authorization for purposes of this CLI Beta Agreement, whether the request originates from a human or an automated process.

2.1 Overview. The Gusto CLI is a command-line tool that enables Employer to automate workflows from a terminal environment or as part of programmatic pipelines ("Pipelines"). Where Employer integrates the CLI with AI agents or automated Pipelines using Skills or other orchestration mechanisms, Employer remains responsible for supervising and validating the outputs of such Pipelines.

2.2 Agentic and Automated Use. The CLI is designed to support both direct human interaction and automated or agent-driven use ("Agentic Use"), including integration with large language models ("LLMs") and AI orchestration tools. Employer acknowledges that in Agentic Use contexts, commands may be executed by automated systems without real-time human review of individual actions. Certain actions taken through the CLI, including High-Consequence Actions (as defined in Section 4.2), may be difficult or impossible to reverse once executed.

Where Employer notifies Gusto within seventy-two (72) hours of discovering that a High-Consequence Action was executed through the CLI in error, Gusto will use commercially reasonable efforts to assist Employer in reversing or remediating the action through available platform functionality, subject to the following: (i) Gusto does not guarantee that any action can be reversed once executed; (ii) Gusto is not liable for losses arising during the period between execution and remediation; (iii) Employer's notification must include sufficient detail to identify the action and the basis for the claimed error; and (iv) This remediation obligation does not apply where the action was executed in accordance with a command or API call that Employer or Employer's authorized system properly submitted, including commands submitted by an AI agent operating within parameters Employer configured. Gusto does not assume responsibility for actions taken as a result of misconfiguration, credential compromise, or unauthorized access to Employer's CLI environment, except to the extent such actions arose from Gusto's own system failure or breach of its obligations under this CLI Beta Agreement or the Employer Terms.

2.3 Scope of API Access; Write Capabilities. The CLI accesses the Gusto platform through the Gusto API, subject to the authentication and scope provisions of Section 3, and includes commands capable of creating, modifying, or deleting data within Employer's Gusto account, including but not limited to employee records, timesheet entries, payroll inputs, company configuration, and signatory designations. Actions taken through the CLI are reflected in the platform in accordance with normal API processing times. Employer is responsible for understanding the capabilities and consequences of each CLI command before execution, including in automated or Agentic Use contexts, and Employer's responsibility for the accuracy and legality of information submitted through the CLI is governed by Section 1.6 and the Employer Terms.

3.1 Installation. Employer is responsible for verifying the integrity of the CLI binary prior to installation and assumes all risk associated with installation via any method not expressly endorsed by Gusto, including any modified or third-party-distributed version of the CLI binary.

3.2 OAuth Authentication and Credential Security. The CLI authenticates with Gusto using OAuth 2.0 and stores credentials locally on the device used to operate the CLI. OAuth credentials grant access to all Gusto API endpoints within the scopes authorized by Gusto for the CLI. Employer is responsible for maintaining the security of all CLI credentials and any device on which they are stored, and must not share, publish, commit to public repositories, or otherwise expose CLI credentials or access tokens to unauthorized parties. Gusto is not responsible for unauthorized use of the CLI arising from compromise of any device or credentials within Employer's control. Employer must promptly revoke CLI credentials through Gusto's developer settings upon the termination or change of authorization of any individual previously authorized to operate the CLI on Employer's behalf. Employer's failure to revoke credentials promptly following termination of authorization constitutes a breach of this CLI Beta Agreement, and Employer is liable for losses arising from CLI access occurring after the point at which Employer knew or reasonably should have known that such access was no longer authorized. Employer must notify Gusto immediately upon discovering or reasonably suspecting that CLI credentials have been compromised or used without authorization.

3.3 Authorized Scope. The OAuth scopes granted to Employer's CLI installation determine which Gusto API endpoints and data types the CLI can access on Employer's behalf. Gusto reserves the right to modify the scope set available to Employers at any time, including as a condition of continued beta participation.

4.1 Skills. The CLI includes bundled orchestration playbooks ("Skills") that provide structured guidance to AI agents for executing multi-step workflows through the CLI. Skills are installed automatically upon successful CLI authentication and are made available to any compatible AI agent or LLM integration configured to use them. Skills may include instructions for performing read and write operations on Employer's Gusto account. Employer is responsible for reviewing installed Skills before enabling them in any automated or Agentic Use context. Gusto may update, replace, or remove Skills at any time without notice.

4.2 Agentic Actions. Employer is responsible for ensuring that Pipeline configurations accurately reflect Employer's intended instructions, for implementing appropriate verification checkpoints before executing High-Consequence Actions (meaning actions with potentially significant or irreversible financial, tax, or legal consequences, including without limitation payroll submissions, tax filing configurations, employee termination records, and signatory designation changes) through automated Pipelines, and for maintaining the security of credentials used to operate any Pipeline. Gusto is responsible for ensuring that commands properly submitted through the CLI are executed accurately by the Gusto API in accordance with the Employer Terms. Employer's responsibility under this Section 4.2 extends to all individuals and automated systems Employer authorizes to operate the CLI on its behalf.

4.3 Direct API Access Command. The CLI includes a command ("gusto api request") that enables direct calls to any Gusto REST API endpoint accessible within Employer's authorized OAuth scope set. Employer acknowledges that this command provides broad programmatic API access and is solely responsible for ensuring that any call made through it is authorized, appropriate, and consistent with the Employer Terms and Payroll Terms.

5.1 AI Integration. The CLI is designed for use alongside third-party AI systems, including LLMs and agent frameworks ("AI Integrations"). When Employer integrates the CLI with an AI Integration, Employer Data accessed through the CLI—including payroll information, employee records, and financial data—may be transmitted to and processed within the context of the AI Integration, subject to that AI Integration provider's terms of service and data handling policies.

5.2 Employer Responsibility. Employer is solely responsible for: (a) selecting, configuring, and securing all AI Integrations; (b) reviewing and complying with the terms of service and privacy policies of all AI Integration providers; (c) ensuring that Employer's use of Employer Data within any AI Integration complies with applicable law and any contractual data processing requirements; (d) all actions taken by any AI Integration using the CLI on Employer's behalf; and (e) any disclosure required by applicable law that an individual is interacting with an automated or AI system rather than a human, where Employer deploys the CLI or an AI Integration to interact with individuals; (f) the retention, deletion, and disposal of Employer Data transmitted to or stored by any AI Integration or third-party MCP server, and for exercising any data-deletion or retention control such provider offers; and (g) responding to and satisfying data-subject and consumer-rights requests as to Employer Data that Employer has transmitted to any AI Integration or third-party MCP server. Gusto has no ability to, and does not, delete or control Employer Data once it has been transmitted to an Employer-selected AI Integration or MCP server, and Gusto's obligations under the Employer DPA apply only to Employer Data within Gusto's control.

5.3 Third-Party MCP Servers. Employer may configure AI Integrations to simultaneously access third-party data sources (such as banking, accounting, or other platforms) through the Model Context Protocol ("MCP") within the same AI agent context as the CLI. Where Employer does so, Employer acknowledges that: (a) Employer Data and third-party data may be combined within the AI Integration's context window and processed by the AI Integration provider; (b) Gusto has not reviewed, vetted, or approved any third-party MCP server or its operator; (c) Gusto does not control the security posture, terms of service, or data handling practices of any third-party MCP server; and (d) Employer assumes all risk associated with such configurations, and to the fullest extent permitted by applicable law, Gusto shall have no liability for harm arising from (i) the combination of Employer Data with third-party data within an AI Integration's context window, (ii) the security posture of any third-party MCP server, or (iii) any AI Integration provider's processing of Employer Data. This limitation does not release any Claim Employer may have against Gusto for Gusto's own acts or omissions in connection with the CLI. For clarity, this Section 5.3 applies to any third-party AI Integration or MCP server that Employer selects, configures, or enables. Integrations that Gusto builds and makes available as a Gusto feature are governed by the Employer Terms and this CLI Beta Agreement, and not by this Section 5.3; Gusto's liability for any such Gusto-provided integration remains subject to Sections 14 and 15.

5.4 No Gusto Responsibility for AI Outputs. Gusto is not responsible for outputs, recommendations, or actions generated by third-party AI Integrations, even when those outputs are based on data accessed through the CLI. Employer must independently verify the accuracy of any AI-generated output before acting on it or relying on it for any business decision.

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

5.6 Automated Decisions. Where Employer uses the CLI or any AI Integration to make or materially influence decisions about individuals, including decisions with legal or similarly significant effects, Employer is solely responsible for providing any notice, and for honoring any opt-out, human-review, or appeal right, required under applicable law. Gusto does not make automated decisions about individuals through the CLI; the CLI executes commands submitted by Employer or by an automated system operating within parameters Employer configured.

6.1 Source Code. The Gusto CLI is made available as open source software under the Apache License, Version 2.0 ("Open Source License"). The source code is available at github.com/Gusto/gusto-cli. Employer's use of the CLI source code is subject to the terms of the Open Source License. Third-party open source components included in the CLI are licensed under their respective licenses, as identified in the NOTICE or third-party license file in the repository.

6.2 Scope of Open Source License. The Open Source License governs Employer's rights with respect to the CLI source code. These CLI Beta Terms govern Employer's use of the CLI to access Gusto's services, APIs, and Employer data. The Open Source License does not modify or supersede these CLI Beta Terms with respect to API access or data use. For the avoidance of doubt, any restriction on access to the Gusto API set forth in these CLI Beta Terms is a condition of Gusto's API service and not a restriction on the CLI source code licensed under the Open Source License.

6.3 Modified Versions. Gusto does not review, endorse, or assume any responsibility for modified versions of the CLI built from the open source code. Employer assumes all risk associated with installing or operating any modified CLI binary. Modified versions are not authorized CLI clients for purposes of Gusto's API terms and may not be used to access the Gusto API without Gusto's separate written authorization.

7.1 Definitions. Commands and data Employer submits to the CLI, including API parameters, file inputs, and pipeline configurations, constitute "Inputs." Data returned by the Gusto API through the CLI, and content generated or formatted by the CLI in response to Employer commands, constitute "Outputs." Inputs constitute Employer Data as defined in the Employer Terms and are subject to all applicable provisions of the Employer Terms and Employer DPA governing Employer Data.

7.2 Output Accuracy; No Professional Advice. Gusto does not guarantee the accuracy, completeness, or currency of any Output generated through the CLI, including forward-looking estimates, projections, and payroll cash flow forecasts, which are operational projections based on historical payroll data and heuristic assumptions. The CLI does not independently validate the accuracy of API responses. Outputs do not constitute, and should not be used as a substitute for, professional advice of any kind, including legal, tax, HR, financial, or investment advice. Employer assumes all risk associated with reliance on any Output and should independently verify accuracy and completeness before acting on any Output.

7.3 Data Sensitivity. Employer will not use the CLI to submit, process, or transmit: (a) protected health information as defined under HIPAA, or other health information as defined under applicable law; (b) payment card data subject to PCI DSS; or (c) any data for which Employer does not have authorization to process through the Gusto platform. When executing CLI commands involving Social Security numbers, financial account numbers, or other sensitive personal information, Employer must ensure that shell history is suppressed, process-level access is restricted, and sensitive data is not passed as command-line arguments where alternative input methods are available. Employer is also responsible for securing, encrypting at rest, and securely disposing of all Outputs, logs, and locally cached files that contain sensitive personal information, and for the security of the device and local credential store on which CLI credentials and Outputs reside. Gusto makes no warranty regarding the security of any local storage. Employer's obligations under this Section 7.4 apply equally to data ingested, combined, or propagated by any AI agent, Skill, Pipeline, or MCP connection operating under Employer's configuration, and not only to data Employer submits directly.

7.4 No Model Training on Employer Data. Gusto does not use Employer Data submitted through or returned by the CLI to train generative artificial intelligence or machine learning models, except as expressly permitted by the Employer DPA. Where permitted by applicable law and the Employer DPA, Gusto may Process Employer Data for its internal uses to build or improve the quality of the CLI, the Platform, and Gusto's services, including product research and development; to detect security incidents; and to protect against fraudulent or illegal activity. Gusto may also compile and use aggregated and de-identified data that cannot reasonably be used to identify Employer or any data subject for its lawful business purposes, including to develop, train, and improve Gusto's products, services, and models, consistent with the Employer DPA. Gusto does not permit any third-party AI or large language model provider that Gusto engages to process Employer Data through the CLI to use Employer Data to train, fine-tune, or improve that provider's models. Gusto makes no such commitment with respect to, and is not responsible for, any AI Integration or third-party model that Employer selects, configures, or enables, whose use of Employer Data is governed solely by that provider's terms as described in Section 5.

8. Privacy and Data Use. Personal data Processed through the CLI is Employer Data and is governed by Section 7 of the Employer Terms and the Employer Data Processing Addendum (the "Employer DPA," available at gusto.com/legal/employer-dpa), each incorporated herein by reference. The Privacy Policy applies only to Gusto's Processing of personal information for its own purposes and does not govern the Processing of Employer Data. To the extent of any conflict regarding the Processing of personal data, the Employer DPA controls.

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

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

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

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

(d) attempt to circumvent, disable, or interfere with the CLI's authentication mechanisms, OAuth credential validation, or Gusto API rate-limiting or security controls;

(e) use the CLI or MCP to access any third-party platform in violation of that platform's terms of service;

(f) use the CLI to develop or improve a competing payroll, HR, or developer-tooling product or service; or

(g) use or export the CLI in violation of applicable export-control or sanctions laws, including from any jurisdiction subject to comprehensive U.S. sanctions or by any person on a U.S. restricted-party list.

10. Service Fees. Gusto reserves the right to introduce fees for CLI access or for Gusto API access through the CLI at any time. Fees will not apply to any period before the stated effective date, and Employer's continued use of the CLI after the effective date constitutes acceptance of the fees. If Employer does not wish to incur such fees following a transition to paid access, Employer may discontinue use of the CLI at that time.

11. Feedback and Confidentiality. As a condition of participation in the CLI beta program, Employer agrees to provide Gusto with good-faith, timely feedback on Employer's experience with the CLI ("Feedback"). Gusto may specify the format and frequency of Feedback. Such Feedback is licensed to Gusto under Section 16 of the Employer Terms. Notwithstanding the foregoing, the Feedback license does not apply to any Employer Data or employee personal information included in Feedback submissions, which remains subject to the Employer Terms, Employer DPA, and applicable law.

Employer acknowledges that the CLI and all information shared by Gusto in connection with the beta program (including product roadmaps, unreleased features, pricing considerations, and evaluation results) constitute Gusto's confidential information. Employer agrees not to disclose such information to third parties or use it for any purpose other than participating in the beta program, without Gusto's prior written consent.

12. Modifications. Gusto may update these CLI Beta Terms at any time by posting revised terms on Gusto's website, notifying Employer through the CLI or the beta program's designated channel, or sending notice to the email address associated with Employer's Gusto account. For material modifications, Gusto will use commercially reasonable efforts to provide notice via email to the address associated with Employer's Gusto account at least fifteen (15) days prior to the effective date of such modifications. Employer's continued use of the CLI following the effective date of modifications constitutes Employer's acceptance of the revised CLI Beta Terms.

13.1 Gusto's Rights. Gusto reserves the right to suspend or terminate Employer's access to the CLI, with or without notice, if: (a) Employer violates this CLI Beta Agreement, the Employer Terms, the Payroll Terms, or the AUP; (b) Employer's use of the CLI poses a material risk of harm to Gusto, Employer's employees, other Employers, or any third party; (c) Gusto elects to conclude the Beta Period in whole or in part; (d) Employer's Gusto account is suspended or terminated; or (e) Gusto determines, in its sole discretion, that suspension or termination is necessary for legal, compliance, security, or operational reasons. Suspension or termination may be affected by revocation of OAuth credentials associated with Employer's CLI installation.

13.2 Effect of Termination. Upon termination of Employer's CLI access: (a) all active Pipelines and automated integrations using the CLI will cease to function; (b) Employer will lose API access through the CLI; and (c) Employer remains responsible for reviewing Employer's Gusto account, through the Gusto web interface, Gusto support, or any other available means, to confirm that no incomplete or pending operations remain outstanding. Gusto is not responsible for any incomplete operation resulting from the termination of Employer's CLI access.

13.3 Employer Termination. Employer may discontinue use of the CLI at any time by uninstalling the CLI and revoking OAuth credentials via Gusto's developer settings. Employer is responsible for deactivating all active Pipelines prior to discontinuing use.

13.4 Survival. Sections 1.6, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, and 17 of these CLI Beta Terms will survive any termination.

14. Disclaimer of Warranties. WITHOUT LIMITING THE WARRANTY DISCLAIMER PROVISIONS OF THE EMPLOYER TERMS, EMPLOYER UNDERSTANDS AND AGREES AS FOLLOWS: THE CLI IS A BETA SERVICE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. GUSTO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, DATA LOSS, OR ACCURACY OR COMPLETENESS OF OUTPUTS. GUSTO DOES NOT WARRANT THAT THE CLI WILL BE AVAILABLE, UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY OUTPUT OR API RESPONSE WILL BE SUITABLE FOR EMPLOYER'S PURPOSE. EMPLOYER AGREES THAT ITS USE OF THE CLI AND ALL OUTPUTS GENERATED THEREBY IS AT EMPLOYER'S OWN RISK. THE CLI IS ALSO MADE AVAILABLE AS OPEN SOURCE SOFTWARE; THIS WARRANTY DISCLAIMER APPLIES TO ALL FORMS OF THE CLI, INCLUDING ANY MODIFIED OR THIRD-PARTY-DISTRIBUTED VERSION. NO GUSTO AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS TO THIS WARRANTY. DESCRIPTIONS OF THE CLI'S CAPABILITIES ARE DESCRIPTIONS OF THE PRODUCT'S INTENDED DESIGN AND DO NOT CONSTITUTE REPRESENTATIONS OR WARRANTIES THAT THOSE CAPABILITIES WILL FUNCTION WITHOUT ERROR, INTERRUPTION, OR INACCURACY. EMPLOYER IS RESPONSIBLE FOR INDEPENDENTLY VALIDATING ALL CLI OUTPUTS, INCLUDING OUTPUTS GENERATED THROUGH AUTOMATED PIPELINES OR AI INTEGRATIONS, BEFORE ACTING ON THEM FOR PAYROLL, TAX, OR EMPLOYEE RECORD PURPOSES. GUSTO IS NOT RESPONSIBLE FOR ACTIONS TAKEN BY AN AI AGENT OR AUTOMATED SYSTEM AS A RESULT OF PROMPT INJECTION OR OTHER MANIPULATION INTRODUCED THROUGH DATA CONTENT ORIGINATING FROM THIRD-PARTY SOURCES, EMPLOYER INPUTS, OR THE OPERATING ENVIRONMENT; PROVIDED THAT THIS DISCLAIMER DOES NOT APPLY TO THE EXTENT THAT THE MANIPULATION WAS INTRODUCED THROUGH DATA ORIGINATED AND RETURNED BY THE GUSTO API DUE TO A DEFECT OR SECURITY FAILURE IN GUSTO'S OWN SYSTEMS. EMPLOYER IS RESPONSIBLE FOR IMPLEMENTING VERIFICATION CHECKPOINTS BEFORE ANY HIGH-CONSEQUENCE ACTION.

15. Limitation of Liability. WITHOUT LIMITING THE LIMITATION OF LIABILITY PROVISIONS OF THE EMPLOYER TERMS, IN NO EVENT WILL GUSTO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CLI, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM: (I) ERRORS IN OR RELIANCE ON CLI OUTPUTS OR API RESPONSES; (II) ACTIONS TAKEN BY EMPLOYER, AN AUTOMATED PIPELINE, OR AN AI INTEGRATION IN RELIANCE ON CLI OUTPUTS; (III) AUTHORIZED ACTIONS TAKEN THROUGH THE CLI BY EMPLOYER OR ANY AUTOMATED SYSTEM ACTING WITH EMPLOYER'S CREDENTIALS OR AT EMPLOYER'S DIRECTION; (IV) EMPLOYER DATA TRANSMITTED TO OR PROCESSED BY THIRD-PARTY AI INTEGRATIONS OR MCP SERVERS IN CONNECTION WITH THE CLI; (V) COMPROMISE OF OAUTH CREDENTIALS OR ACCESS TOKENS STORED ON ANY DEVICE USED TO OPERATE THE CLI; OR (VI) INTERRUPTION OR DISCONTINUATION OF THE CLI DURING OR FOLLOWING THE BETA PERIOD. IN NO EVENT WILL GUSTO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CLI EXCEED THE GREATER OF (A) THE CAP SET FORTH IN SECTION 22 OF THE EMPLOYER TERMS, OR (B) FIVE HUNDRED DOLLARS ($500). THIS IS THE SINGLE, AGGREGATE CAP FOR ALL CLI-RELATED CLAIMS AND DOES NOT STACK WITH THE CAP IN THE EMPLOYER TERMS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 15 LIMITS GUSTO'S LIABILITY FOR (I) GUSTO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) DEATH OR PERSONAL INJURY CAUSED BY GUSTO'S NEGLIGENCE, OR (III) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

16. Indemnification. Without limiting the indemnification obligations set forth in the Employer Terms, Employer will indemnify, defend, and hold harmless the Indemnified Parties (as defined in the Employer Terms) from and against any Claims (as defined in the Employer Terms) arising out of or in connection with: (a) Employer's configuration or use of any automated Pipeline or AI Integration using the CLI, including any action taken by an automated system with Employer's CLI credentials or at Employer's direction; (b) Employer's integration of the CLI with any third-party AI Integration, LLM, or MCP server; (c) Employer's direct API access through the CLI outside of supported CLI commands; (d) Employer's violation of this CLI Beta Agreement; or (e) Employer Data transmitted to or processed by any third-party AI Integration or MCP server at Employer's direction. Notwithstanding the foregoing, Employer's indemnification obligations under this Section 16 do not apply to the extent a Claim arises primarily from: (i) defects or errors in CLI source code, Skills, or API integrations as distributed by Gusto or (ii) Gusto's gross negligence or willful misconduct.

17. General. Nothing in these CLI Beta Terms creates a partnership, joint venture, employment, or agency relationship between Employer and Gusto. These CLI Beta Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. These CLI Beta Terms, together with the Employer Terms, Payroll Terms, Employer DPA, Privacy Policy, and AUP, constitute the entire agreement between Employer and Gusto with respect to the CLI and supersede all prior agreements, representations, and understandings relating to the subject matter hereof. If any provision of these CLI Beta Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue with full force and effect.