Thryv Workforce Center™ Terms and Conditions

Last Updated: February 24, 2025

If you ordered Thryv Workforce Center Services, you agree to the following additional Subscription Service Terms (the "Workforce Center Terms") as a supplement to your Thryv Platform Services Terms and Conditions (the "Thryv Platform Terms"), the terms of which are incorporated herein by this reference. Your initial Subscription Period for Workforce Center Services will be specified at the time of your Order, and if not terminated by you at least 30 days before the end of such period, will thereafter automatically renew month-to-month until terminated as set forth in the Thryv Platform Services Terms and Conditions. Capitalized terms used but not defined in these Workforce Center Terms will have the same meaning given in the Thryv Platform Terms.

  1. Definitions.
    1. "Embedded Payroll Service" means payroll calculation, payment, tax filing and other related services provided by our Service Provider in accordance with the Embedded Payroll Service Agreement.
    2. "Embedded Payroll Service Agreement" means the Gusto terms and conditions located at https://flows.gusto.com/terms-2024 as may be amended from time to time with or without notice to you.
    3. "Individual User" has the meaning set forth in Section 2 below.
    4. "Materials" has the meaning set forth in Section 6.e below.
    5. "Personal Information" means any data that identifies, relate to, or could be linked to any person or household.
    6. "Region" means the United States.
    7. "Service Provider" means a third-party who provides payroll and other related services in order for us to provide the Workforce Center Services.
    8. "Service Provider's Privacy Policy" means the privacy policy located at https://gusto.com/about/privacy, as may be amended from time to time with or without notice to you.
    9. "Thryv Workforce Center Account" has the meaning set forth in Section 4 below.
    10. "Workforce Center Services" has the meaning set forth in Section 2 below.
  2. Thryv Workforce Center. Thryv Workforce Center is designed to assist you in managing your business's payroll calculation, payment, tax filing and other related services for your eligible employees and independent contractors (each, an "Individual User"), including through the Embedded Payroll Service and other services accessible from your Thryv Workforce Center Account (collectively, the "Workforce Center Services"). We currently use a Service Provider, Gusto, Inc, ("Gusto"), to provide you with the Embedded Payroll Service. You acknowledge and agree that prior to using Thryv Workforce Center, you must separately agree to the Embedded Payroll Service Agreement.
  3. Relationship with Service Provider.
    1. You understand and agrees that (i) we are a separate entity from the Service Provider, and you are entering into separate legal agreements with both us and the Service Provider (ii) we cannot control and are not responsible for the Embedded Payroll Service, including the actions, errors, or omissions of the Service Provider, and (iii) the Service Provider's liability to you for any such actions, errors, or omissions is governed by the Embedded Payroll Service Agreement.
    2. You acknowledge that, in support of Workforce Center Services, we may (i) share information about you with the Service Provider, (ii) conduct activity on your behalf in accordance with these Workforce Center Terms, and (iii) restrict, suspend, or terminate your ability to view, access or activate the Workforce Center Services in accordance with these Workforce Center Terms.
  4. Your Thryv Workforce Center Account. Only businesses (including sole proprietors) and other entities or persons located in the Region are eligible to apply for a "Thryv Workforce Center Account" to use Workforce Center Services. To register for a Thryv Workforce Center Account, you or the authorized personnel submitting the application must provide us with your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require.
  5. Data Privacy.  You understand and agree that we and the Service Provider may share information and data,  including without limitation, Personal Information, with one another in order to determine eligibility for and/or facilitate your use of the Embedded Payroll Service and to integrate such service within your Thryv Workforce Center Account. Service Provider's use of Personal Information it receives from or through your Thryv Workforce Center Account and the Embedded Payroll Service will be subject to and governed by the Service Provider's Privacy Policy. Our use of Personal Information we receive from you or the Service Provider or otherwise in connection with your use of the Thryv Platform, including the Workforce Center, will be subject to and governed by our Privacy Policy; except in the case of Individual User Personal Information, which will be subject to Section 24.b. of the Thryv Platform Terms.  To the extent you provide any Personal Information of any Individual User(s) hereunder, you represent and warrant that such disclosure complies will all applicable laws, rules and regulations, including without limitation, those related to employment, data privacy and security.  Without limiting the foregoing, you further represent and warrant that you have obtained any authorization or consent necessary from such Individual Users(s) to share Individual User Personal Information with the Service Provider and us for the purposes contemplated herein.
  6. Your Obligations
    1. You are solely responsible for actions taken under your Thryv Workforce Center Account. Any actions taken under your Thryv Workforce Center Account will be deemed authorized by you, regardless of your knowledge of such actions.
    2. You are solely responsible for (a) following instructions that we provide to you, either directly or through the Service Provider, with respect to the Workforce Center Services; (b) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Workforce Center Services; and (c) maintaining applicable accounts with your Workforce Center Services to access the Embedded Payroll Services.
    3. You understand and agree to take steps to adequately secure and keep confidential your Thryv Workforce Center Account, including any information, passwords, or credentials that can be used to access your Thryv Workforce Center Account. If you suspect that your Thryv Workforce Center Account, passwords, or credentials have been improperly disclosed, accessed, or otherwise compromised, you must immediately notify us. We reserve the right to prevent access to the Workforce Center Services if we have reason to believe that your Thryv Workforce Center Account has been compromised.
    4. You are responsible for timely providing the information required to provide the Workforce Center Services. You represent and warrant that for any information you share with the Workforce Center Services, you have the authority to share such information. You are also responsible for the accuracy and completeness of information you provide to the Workforce Center Services. Lastly, you are required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify us and/or our Service Provider of any changes to the information you had previously provided.
    5. You are responsible for reviewing any reports, filings, information, documents or materials (collectively, the "Materials") distributed to you through the Workforce Center Services. You must notify us or our Service Provider of any inaccuracies in the Materials as soon as possible, or within the time period specified in the applicable communication.
    6. You are obligated to promptly notify us and/or the Service Provider of any third-party notices that you receive which could affect our or the Service Provider's ability to effectively provide you the Workforce Center Services or increase the likelihood that a Claim (as defined below) is brought against you, us, or the Service Provider in connection with the Workforce Center Services, such as but not limited to notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Workforce Center Services.
    7. You agree that, to the fullest extent permitted by law, if you provide us or the Service Provider with your login or identity verification credentials and/or authorize us or the Service Provider to take actions to your behalf (e.g., clicking the "Submit Payroll" or other buttons; verbally telling our representative or a Service Provider representative to take an action), such actions will have the same effect as if you provided us or the Service Provider, as applicable, with written signature authorizing such actions as it relates to the Workforce Center Services on your behalf.
  7. Termination; Effect of Termination
    1. The Workforce Center Services and these Workforce Center Terms will continue until terminated in accordance with the Thryv Platform Terms. You acknowledge and understand that termination of the Workforce Center Services (whether by you, us, or the Service Provider) may not be reversible.
    2. You understand and agree that your failure to properly terminate the Workforce Center Services may result in continued processing and/or filing payroll tax filings on your behalf until such termination is complete, that these filings may be incomplete or may be duplicative of other filings for you sent outside of the Workforce Center Services, and that neither we nor the Service Provider is liable for any such result.
    3. Without limiting anything in the Thryv Platform Terms, we may terminate your use of the Workforce Center Services and these Workforce Center Terms at any time in our discretion, with or without notice or liability to you  if you violate these Workforce Center Terms or, if in our sole discretion, we determine your use of the Workforce Center Services is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues.
  8. No Legal, Professional, or Fiduciary Guarantees.  WITHOUT LIMITING ANY OF THE DISCLAIMERS SET FORTH IN SECTION 20 OF THE THRYV PLATFORM TERMS, You understand and agree that (i) neither we nor the Service Provider is acting in a fiduciary capacity for you or your business in providing the Workforce Center Services; (ii) any information that we or the Service Provider may provide in connection with the Workforce Center Services is for informational purposes only and should not be construed as legal, tax, accounting, or other professional advice of any kind; and (iii) nothing in the Workforce Center Services should be construed to create any type of employer relationship or joint employment relationship between us or the Service Provider and Individual Users for any purpose.
  9. Indemnity. Without limiting the indemnification obligations set forth in the Thryv Platform Terms, you agree to indemnify and hold us, the Service Provider, and our respective officers, directors, employees, and agents (collectively, the "Indemnified Parties") harmless from and against damages, losses, and expenses arising out of 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 (i) your (a) access to, use of, or reliance on the Workforce Center Services; (b) violation or alleged violation of these Workforce Center Terms; (c) violation or alleged violation of any applicable law, rule, or regulation, including but not limited to National Automated Clearing House Association (NACHA) rules, and labor, employment, and tax laws; (d) violation or alleged violation of any third party right, including but not limited to rights of privacy, publicity, intellectual property, and any other rights afforded to third parties by law, rule, or regulation; (e) gross negligence, fraudulent activity, or willful misconduct; and (f) failure to properly follow the Service Provider's or our instructions with respect to the Workforce Center Services; and (ii) any Indemnified Party's (a) use of or reliance on information provided to the Indemnified Parties by or on behalf of you; (b) actions in connection with the Workforce Center Services at the request or instruction of anyone that Indemnified Parties reasonably believe to be you or anyone acting with authority on behalf of you (each such action or activity, a "Requested Action"); and (c) use of or reliance on information or data resulting from such Requested Actions.