Last updated July 11, 2022
These API Policies (the “API Policies”) are applicable to all persons (collectively, “Developers” and each, a “Developer”) who access Gusto’s online portal for developers (“Developer Portal) to use or access the any APIs, SDKs, or other tools, software, or materials made available by Gusto through the Developer Portal (“Developer Tools”), and Developer agrees to comply with these API Policies.
1. Access to and Use of Developer Tools
Subject to Developer’s compliance with these API Policies, including any instructions, restrictions, limitations and conditions for access and use of the Developer Tools set forth in the Developer Tools or Developer Portal or any other documentation, Gusto grants Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable (subject to the below regarding Third Party Providers) license to access and use the Developer Tools solely as necessary for developing an integration between the Developer’s application (“Developer Application”) and Gusto’s cloud-based payroll, benefits, and human resources platform (“Gusto Platform”) through the API (“Integration”) for the benefit of users that (i) are both a current user or customer of Gusto (“Gusto User”) and a current user, customer, or customer’s user of Developer (“Developer User”); (ii) have linked such user’s Gusto account with such user’s Developer account; and (iii) have authorized Developer to obtain information from Gusto relating to such user and to provide information to Gusto relating to such user (“Joint User”).
Developer may allow a Third Party Provider to access and use the Developer Tools solely as necessary to provide Developer with development, implementation, and related services for the Integration, provided that Developer shall be responsible for: (i) ensuring that such Third-Party Provider complies with the terms and conditions of these API Policies; and (ii) any breach of these API Policies by such Third Party Provider.
2. Developer Credentials and Account Information
If Gusto issues any tokens or electronic keys (“Credentials”) to Developer for access to or use of the Developer Tools, Developer shall hold such Credentials in confidence and not share or transfer such Credentials to any third party without Gusto’s prior written consent. If Gusto allows Developer to create a user name and/or password (“Account Information”) for access to or use of the Developer Tools, Developer shall hold such Account Information in confidence and not share or transfer such Account Information without Gusto’s prior written consent. Developer shall not misrepresent or mask its identity when accessing or using the Developer Tools. Gusto reserves the right, from time to time, to update Credentials by issuing new Credentials and removing access to Developer Tools for previously-issued Credentials. If Gusto provides Developer with new Credentials, Developer shall commence using the new Credentials immediately upon receipt of such Credentials. Developer shall further not store any Credentials or Account Information used by Developers to access the Developer Tools.
Developer shall be solely responsible for protecting the confidentiality of Credentials and Account Information and all activities undertaken using the Developer Tools. In the event that Developer becomes aware of any unauthorized access to or use of the Developer Tools, Developer shall promptly give written notice to Gusto of such unauthorized access or use and make reasonable efforts to eliminate such unauthorized access or use. Developer shall at all times implement and maintain appropriate security policies and procedures and access control methodologies that are consistent with prevailing industry standards, but in no case less than reasonable care, to safeguard access to and use of the Developer Tools.
Developer acknowledges and agrees that Gusto may collect or generate data obtained by Gusto through Developer’s use of the Developer Tools that has been aggregated or de-identified in a manner such that it cannot reasonably be used to identify Developer or Developer Users (“Aggregate Data”). Gusto may use Aggregate Data for, including but not limited to, improving its products, services, and Developer Tools and assisting with technical support. Any suggestions, comments, ideas, improvements or other feedback relating to the Gusto Materials (collectively, “Feedback”) from Developer to Gusto is given 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 and without compensating or crediting Developer.
4. Gusto’s Rights to Monitor, Modify, and Update the Developer Tools
Developer acknowledges and agrees that Gusto may monitor Developer’s use of the Developer Tools (i) to assess compliance with these API Policies and the quality of operations of the Developer Tools and (ii) to make improvements to the Developer Tools.
Gusto reserves the right to modify, update or discontinue the Developer Tools, with or without notice, and Gusto shall not be liable for any such modification, update or discontinuance. In the event Gusto modifies or updates the Developer Tools, Gusto may require Developer to use the most current version of the Developer Tools.
5. Maintenance and Support of Developer Tools
Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools. From time to time, Developer may have limited or no access to the Developer Tools due to scheduled or emergency maintenance of the Developer Tools. Gusto shall make commercially reasonable efforts to provide notice of such maintenance to Developer, however, Gusto shall have no liability to Developer arising from any such maintenance, including any failure or delay of Gusto in providing notice to Developer of such maintenance.
Except as may be otherwise agreed to in writing by Gusto and Developer, Gusto may in its sole discretion provide, but shall have no obligation to provide, support or maintenance for the Developer Tools.
6. General Prohibitions
Developer shall not itself, nor permit any other party to:
- Reproduce, distribute, modify, translate, adapt, or create derivative works based upon Developer Tools;
- Reverse engineer, decode, decompile, disassemble, or otherwise attempt to access or derive any source code or architecture framework of Developer Tools;
- Access or use the Developer Tools for purposes of benchmarking or developing, marketing, selling, or distributing any product or service that competes with the Developer Tools;
- Make calls through the Developer Tools that exceed limits established by Gusto on the number and frequency of such calls, or take any action that imposes an unreasonable or disproportionately heavy load on the API or the Gusto Platform or that negatively affects the ability of others to access or use the API or Gusto Platform;
- Rent, lease, lend, sell, or sublicense the Developer Tools or otherwise provide access to the Developer Tools as part of a service bureau or similar fee-for-service purpose;
- Bypass any security safeguards or exploit any security vulnerabilities within the API or Gusto Platform;
- Intentionally submit queries through the API for Gusto’s production (non-demo) environment that fail to contain all required parameters;
- Take any action that subjects the Developer Tools to any third party terms, including but not limited to open source software license terms;
- Introduce any virus, worm, Trojan horse, malware, or other malicious code through the API or to the Gusto Platform;
- Misrepresent the source or ownership of material;
- Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices;
- Falsify or delete any author attributions, legal notice, or other labels of the origin or source of material; or
- Access or use the Developer Tools in any way that does not comply in all material respects with the terms and conditions of these API Policies and all applicable laws and regulations.
7. Changes to the API Policies
Gusto may modify these API Policies at any time, in Gusto’s sole discretion. Developer’s continued use of Developer Tools after any such changes indicates Developer’s acceptance of such changes.