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CLIENT TERMS AND CONDITIONS

This Client Terms and Conditions is made part of each Client Services Agreement entered into between Client and Paro.

  1. Engaging Talent to Perform Accounting and Financial Services. Client acknowledges and agrees that Paro will recommend Talent to perform the Accounting and Financial Services. Thereafter, Client will be responsible for determining whether that Talent possesses the skills, background, and education to satisfy the requirements described in the SOW. Paro does not make any representations or warranties as to the skills, experience, background, or education of Talent. Any information regarding Talent provided by Paro is intended to be indicative or illustrative only and is not intended to be a guaranty or warranty on the part of Paro. Paro is not responsible for, and shall have no liability for Client’s use of or reliance on Talent based on information posted or provided by Paro. Client has the right not to engage Talent to provide Accounting and Financial Services, for any reason or no reason at all, including if the Talent does not meet the Client’s standards for engaging an independent contractor or the Accounting and Financial Services. Client acknowledges and agrees that Client and Talent are solely responsible for Accounting and Financial Services and for all work performed. Paro has not and will not audit or review Client financial information, and accordingly, Paro does not express or imply an opinion or provide any assurance about whether Client financial information is accurate or prepared in accordance with Generally Accepted Accounting Standards (GAAP). Clients are responsible for Client financial information and maintaining appropriate internal controls relevant to the preparation and presentation of financial information. 
  2. Client’s Responsibilities. Client will use commercially reasonable efforts to provide Paro and Talent with reasonable information, cooperation and assistance in completing the Accounting and Financial Services in accordance with agreed upon SOWs. Client will appoint an employee or contractor to be a “point person” whom Talent will contact at the Client and provide work generated pursuant to the SOW. Client is responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information. If Client assigns Talent any supervisory duties or gives Talent authority to sign tax returns, render accounting opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Talent are solely responsible for any such decisions or actions by Talent. If Talent is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
  3. Payment of Service Fees. At Paro’s discretion, Clients will pay the Service Fee electronically via debit/credit card, bank wire, ACH transfer, or other means approved by Paro. Client hereby authorizes Paro to charge Client’s designated debit/credit card, as the case may be, or debit Client’s bank account via ACH for such fees after receiving an invoice from Paro for Accounting and Financial Services provided by Talent (subject to the Client review period above). If payments are made via ACH transfer, Client agrees to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Client’s authorization contained hereunder will remain in full force and effect until Client notifies Paro that Client desires to revoke such authorization by removing its debit/credit card or bank account information by contacting Paro directly. Client must notify Paro of any change in the Client-designated debit/credit card or bank account information at least five (5) business days before any such change. If Paro does not receive notice at least five (5) days before any such change, Paro may attempt, in its sole discretion, to implement such change prior to any ACH debit/credit transfer performed pursuant to Client’s authorization herein provided; however, Paro assumes no responsibility for Paro’s failure to do so. Client is solely responsible for promptly reconciling its account and transaction history with the transaction records for Client’s debit/credit card and bank account. Client must notify Paro of any errors or discrepancies in its account within thirty (30) days of when the error occurred. If Client does not notify Paro of an error within thirty (30) days, Client will forfeit the right to contest the error. Subject to the foregoing notice requirement, if and to the extent an error is caused by Paro, Paro will use its best efforts to correct the error. If Client fails to pay the Service Fee or any other amounts due under this Agreement, Terms of Service, or otherwise, whether by canceling Client’s debit/credit card, initiating an improper chargeback, or any other means, Paro may pursue any available remedy permitted by applicable law, including, at Paro’s discretion, may set off amounts due against other amounts received from or held by Paro or Paro for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
  4. Tax Reporting. Paro will have no responsibility for determining the necessity for determining, remitting, or withholding any taxes applicable to the Service Fees. Client shall be solely responsible for reporting to the appropriate authorities any deductions or similar charges applicable to the Service Fees. In the event of an audit of Paro, Client agrees to promptly cooperate with Paro and provide copies of Client’s tax returns and other documents as may be reasonably requested for purposes of such audit.
  5. Disputes / Arbitration. Client acknowledges and agrees that Paro is not a party to the dealings between Client and Talent, but does benefit as a third-party from the covenants and agreements Client and Talent make between one another. To help resolve conflicts between Client and Talent, Paro offers assistance in resolving disputes between the parties. Dispute mediation through Paro is informal and does not result in binding legal judgments. In the event either party refuses to comply with Paro’s dispute resolution recommendation, both parties are free to pursue any and all legal actions and remedies available. To notify Paro of a dispute, Client should contact Paro at contact@paro.io., and include (a) Client’s name, (b) a brief description of the dispute, and (c) Client’s preferred contact information. Paro will evaluate the claim and attempt to informally resolve the claim. If a dispute arises between Client and Paro, Paro’s goal is to resolve the dispute quickly and cost-effectively. In the event of such a dispute, Client agrees to first contact Paro to make a good faith sustained effort to resolve the dispute before resorting to required binding arbitration. In the event that a dispute or claim remains unresolved after the informal dispute resolution, disputes or claims between Paro and Client will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms as a court would. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. To begin an arbitration proceeding, Client shall send Paro a notice of dispute, in writing, setting forth the Client’s name, contact information (address and telephone number), facts of the dispute, and relief requested. Client must send Client’s notice of legal dispute to Paro at: contact@paro.io. Paro will send any notice of dispute to Client at the contact information Paro has on file for Client. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions. Arbitration fees assessed against an initiator of arbitration proceeding will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Paro will pay all other AAA and arbitrator’s fees and expenses. To the fullest extent permitted by applicable law, Client and Paro each agree that any proceeding to resolve a dispute will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action. If for any reason a dispute proceeds in court rather than in arbitration, Client and Paro each waive any right to a jury trial. Client and Paro expressly waive any ability to maintain any class action lawsuit in any forum. If the dispute is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any class action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of the aforementioned waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In no event will any disputes, or any other action or proceeding by any Client (including arbitration hereunder be instituted more than one (1) year after the cause of action arose. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, Client and Paro each agree to the exclusive jurisdiction of the Federal and State courts located in Chicago, Illinois. Client and Paro each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
  6. Independent Contractor Relationship. The relationship established between Paro and Client pursuant to this Agreement is an independent contractor relationship. Under no circumstance shall Client be deemed to be a partner with, agent of or joint venturer with, Paro for any purpose. Further, Client acknowledges that Paro has no control over the mode, manner, method and means used by Talent in the performance of Accounting and Financial Services, which shall be of the Talent’s selection, and under the control and discretion of Talent. Any persons employed by, or subcontracting with, Talent to perform all, or any part of, the Accounting and Financial Services shall be under the control or direction of Talent. Client shall not make any express or implied agreements, guaranties or representations, or incur any debt in the name of or on behalf of Paro or Talent, nor shall Paro or Talent be obligated by or have any liability for any agreements or representations made by Client that are not expressly authorized by Paro or Talent.
  7. Representations and Warranties. Client represents and warrants to Paro that (a) Client's execution, delivery and performance of this Agreement does not conflict with or violate any agreement, instrument, document, law, decree or order to which Client is a party or subject, (b) Client has full power and authority to enter into this Agreement and to carry out the obligations hereunder and that neither the execution and delivery nor the performance of this Agreement violates any agreement or contract to which the Client is bound, (c) Client is (i) either, a legal entity, or an individual eighteen (18) years or older who can form legally binding contracts, (ii) not a resident of a geographic area embargoed by the United States, (iii) not subject to United States economic sanctions, and (iv) not a foreign person or entity blocked or denied by the United States government, (d) Client will provide true, accurate, and complete information pursuant to this Agreement and shall continually update Paro, as necessary, to maintain its truthfulness, accuracy, and completeness of information previously provided, (e) Client will not provide any information about its location, business, skills, or the services it provides, that is or becomes false or misleading, and (f) Client is not entering into this Agreement for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct, except as specifically permitted herein or approved in advance in writing by Paro.
  8. Feedback. Paro permits Client to provide feedback concerning Talent’s activities as it relates to Paro. Client acknowledges and agrees that Paro may make feedback results available to other users of Paro’s marketplace. Paro provides this feedback system as a means through which Client can share their opinions and Paro is not responsible to monitor or censor these opinions. Paro does not investigate any remarks posted by Client for accuracy or reliability but may do so if Talent requests that Paro do so. Client may be held legally responsible for damages suffered by Talent or third parties as a result of a Client’s remarks if such remarks are legally actionable or defamatory. Paro is not legally responsible for any feedback or comments posted or made available on Paro’s website, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Talent from abuse, Paro reserves the right (but is under no obligation) to remove posted feedback or information that, in Paro’s sole judgment, violates this Agreement, or negatively affects Paro’s marketplace or business. Client agrees to notify Paro of any error or inaccurate statement in Talent’s feedback results.
  9. WARRANTY DISCLAIMER. CLIENT AGREES NOT TO RELY ON PARO’S WEBSITE, ANY INFORMATION FROM PARO OR ON PARO’S WEBSITE, OR THE CONTINUATION OF PARO’S MARKETPLACE OR WEBSITE. PARO’S MARKETPLACE AND WEBSITE AND THE PARO SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PARO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO PARO’S MARKETPLACE OR WEBSITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARO DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT.
  10. Limitation of Liability. Paro is not liable, and Client agrees not to hold Paro responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to (a) Accounting and Financial Services, (b) Talent profiles, ratings, recommendations, and feedback (including content, order, and display), or metrics found on, used on, or made available through Paro, (b) Client’s need to modify practices, content, or behavior, and (d) Client’s loss of, or inability to do, business, as a result of this Agreement. ADDITIONALLY, IN NO EVENT WILL PARO, PARO’S AFFILIATES, PARO’S LICENSORS, OR PARO’S THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF PARO, PARO’S AFFILIATES, PARO’S LICENSORS, AND PARO’S THIRD-PARTY SERVICE PROVIDERS TO ANY CLIENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) $2,500, OR (B) ANY FEE RETAINED BY PARO WITH RESPECT TO THIS AGREEMENT ON WHICH CLIENT WAS INVOLVED DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHER CONTRACTS ENTERED INTO HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED PURSUANT TO THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
  11. Release. In addition to the recognition and acknowledgement that Paro is not a party to any contract between Client and Talent, Client hereby releases Paro, Paro’s affiliates, and Paro’s respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute Client may have with Talent, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Accounting and Financial Services provided by Talent to Client and requests for refunds based upon disputes.
  12. Indemnification. Client agrees to indemnify, defend, and hold harmless Paro, Paro’s affiliates, and Paro’s respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by Client, or any third party, against an Indemnified Party relating to: (a) this Agreement; (b) any contract entered into by Client with Talent, including, but not limited to, any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation, and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits, (c) Client’s failure to comply with applicable law, (d) negligence, willful misconduct, or fraud by Client, and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by Client.
  13. Privacy. Any information that Client provides to Paro is subject to the Paro Privacy Policy, which governs Paro’s collection and use of information related to Paro’s marketplace. Client consents to the collection and use of information as described in the Paro Privacy Policy.
  14. Termination. Either party may terminate this Agreement for any or no reason at any time by providing written notice to the other party. If Client terminates this Agreement, Client agrees to pay Paro all amounts due or accrued under this Agreement as of the date of such termination.
  15. General.

    (a) Notices. All notices and other communications hereunder shall be in writing or by email, and shall be deemed to have been duly given or made (i) in the case of delivery by hand, when delivered, (ii) in the case of delivery by certified or registered mail, three (3) days after being deposited in the U.S. Mail, postage prepaid, or (iii) in the case of delivery by email, when sent and receipt has been confirmed, each notice addressed to the contact information provided on the Paro Website.

    (b) Successors and Assigns. This Agreement shall be binding upon Client and inure to the benefit of the Paro and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Paro are sold or transferred. Client shall not be entitled to assign this Agreement or any of Client’s rights or obligations hereunder.

    (c) Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

    (d) Waivers. No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

    (e) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or .PDF signature shall be deemed an original for all purposes.

    (f) Headings. The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.

    (g) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

    (h) Governing Law. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.

    (i) Amendment. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

    (j) Consent to Jurisdiction. Each of the Paro and Client agrees to submit to the non-exclusive jurisdiction of the courts in and of the State of Illinois, and consent that service of process with respect to any action or proceeding relating to this Agreement may be made by registered mail to it at its address set forth herein.

    (k) Entire Agreement. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and as of the Effective Date supersedes any contract, severance, confidentiality or invention assignment agreement between the parties hereto, provided, however, that the Paro reserves and shall retain all rights and remedies it may have against Client with respect to any breach on or before the Effective Date of any prior agreements.