Date of Last Revision: August 31, 2017
Paro’s Platform provides an online marketplace for Clients seeking certain accounting, financial, and/or consulting services (“Accounting and Financial Services”) to find persons or organizations to perform such Accounting and Financial Services (“Talent”).
To begin the process, Clients contact Paro and describe the Accounting and Financial Services desired. After an initial consultation, Paro and Client will negotiate and enter into a services agreement with one another (“Client Services Agreement”) which will include a statement of work describe the Accounting and Financial Services desired by Client (“SOW”) and the Service Fee (defined below) charged by Paro on behalf of Talent to perform the Accounting and Financial Services.
Paro then selects Talent from a pool of qualified professionals (based on the needs of the Client and the project to be undertaken) and introduces the Client with Talent. If Clients and Talent agree on terms for Accounting and Financial Services, Client and Talent must then enter into a separate contract with one another (which Paro is not a direct party) to engage one another in performance of the Accounting and Financial Services. Client acknowledges and agrees that Paro is not a party to the direct Accounting and Financial Services dealings between Client and Talent. Client agrees that Paro has the right to take such actions, including, without limitation, suspension, termination, or legal actions, as Paro, in its sole discretion, deems necessary to enforce Paro’s rights as a third-party beneficiary under any separate contract between Talent and a Client.
CREATION OF A PARO ACCOUNT
Client must register and create an account on Paro’s Platform (“Paro Account”). When registering for a Paro Account, Client will be required to complete an electronic profile (“Client’s Profile”). Client represents and warrants that Paro is authorized to use Client’s Profile for the purpose of introducing Clients to Talent so that the parties are able to enter into independent contractor relationships with one another so that Client may receive its desired Accounting and Financial Services. Client agrees to provide true, accurate, and complete information on such Client’s Profile and all registration and other forms Client accesses on Paro’s Platform or otherwise provides to Paro.
Client shall continually update his, her or its Paro Account and Paro Profile to maintain the truthfulness, accuracy, and completeness of such information. Client agrees to correct any information about Client’s business that is or becomes false or misleading. Paro Accounts will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm Client’s identity. Client authorizes Paro, directly or through third parties, to make any inquiries necessary to validate Client’s identity and confirm other information. When requested, Client must provide Paro with information requested relevant to the establishment and maintenance of a Paro Account.
USERNAME AND PASSWORD
Client will be asked to choose a username and password when registering for a Paro Account. Client is entirely responsible for safeguarding and maintaining the confidentiality of such username and password. Client authorizes Paro to assume that any person accessing Paro’s Platform by utilizing a Client’s username and password either is Client or are authorized to act for Client. Client agrees to notify Paro immediately if Client suspects or become aware of any unauthorized use of Client’s Paro Account.
TALENT TIME LOGS / SERVICE FEES
If Talent is engaged by a Client, on a monthly basis Talent will prepare a time log report describing the particular Accounting and Financial Services performed and the number of hours worked in performance of the Accounting and Financial Services (“Talent Time Log”).
Paro will review the Talent Time Log for the Accounting and Financial Services completed in accordance with the SOW agreed upon pursuant to the Client Services Agreement (as may be modified by mutual agreement of Client and Paro) describing the fees payable by Client (“Service Fee”). Paro will then send an invoice to Client no later than the last day of each month during which Talent performed Accounting and Financial Services and reflecting the Service Fee.
Client must review the invoice and either (a) approve, or (b) dispute the invoice within seven (7) days of receipt. At that point, Paro will charge the Client’s credit or debit card, unless an alternative payment has been agreed upon by the parties. Client acknowledges and agrees that all hours recorded and submitted to Paro reflected and summarized on an invoice will automatically be deemed approved by Client unless disputed within seven (7) days of receipt. Client agrees that it will not receive interest or other earnings on the funds held by Paro prior to disbursement to Talent.
At Paro’s discretion, Client shall 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 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 in writing 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 in writing 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, 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.
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.
As required by the Internal Revenue Service (“IRS”), Paro will provide Talent with a copy of IRS Form 1099-K (Payment Card and Third Party Network Transactions) reporting the fees paid by Paro to Talent for the calendar year so that Talent may properly report amounts received for tax purposes. Talent agrees to provide Paro with a fully completed IRS Form W-9 (Request for Taxpayer Identification Number) upon Paro’s request. Talent shall be solely responsible for remitting to the appropriate authorities any taxes or similar charges applicable to the payments received from Paro. In the event that Paro is subjected to an audit by government taxing authorities, or otherwise, Talent has agreed to promptly cooperate with Paro and provide copies of Talent’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Talent is engaging in an independent contractor as represented to Paro.
INDEPENDENT CONTRACTOR RELATIONSHIP
The relationship established between Paro and Client 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.
Paro introduces Client and Talent to enable the parties with an ability to identify and determine the suitability of a relationship to perform Accounting and Financial Services. Paro does not, in any way, supervise, direct, or control Talent or Talent’s work. Paro does not set Talent’s work hours, work schedules, or location of work. Paro will not provide Talent with training or any equipment, labor, or materials needed for any particular engagement. Paro does not provide the premises at which Talent will perform the work. Paro makes no representations about, and does not guarantee the quality, safety, or legality of, the Accounting and Financial Services, the truth or accuracy of Talent’s qualifications, background, the ability of Talent to deliver the Accounting and Financial Services, the ability of Clients to pay for the Accounting and Financial Services, or that a Client and Talent can or will actually complete a transaction. Client will be responsible for determining whether Talent possesses the skills, background, and education to perform the desired Accounting and Financial Services. 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. 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 Client Services Agreements. 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 Client Services Agreement. 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.
TRAVEL TO CLIENT LOCATION
Clients may request that Talent travel to/from a Client location in order to perform work directly from a Client location. In the event that Talent travels to/from a Client location in order to work directly from a Client location, Paro shall not have any liability or responsibility related to Talent’s travel or liability associated therewith. Client acknowledges and agrees that any liability associated with Talent’s travel to/from and work directly from at a Client location will be the direct responsibility of Talent and Client and Paro shall not have any liability associated therewith whatsoever.
EXCLUSIVITY / NON SOLICITATION
Subject to the Option to Hire Talent described below, at any time while Client is using Paro’s Platform and for twelve (12) months thereafter (“Exclusivity Period”), Client will not, directly or indirectly, encourage or solicit, or otherwise engage for performance of services (excluding the Accounting and Financial Services hereunder) any Talent that Client became aware of as a result of using Paro’s Platform in any way except through the utilization of Paro’s Platform. During the Exclusivity Period, Client will use Paro’s Platform as its exclusive method to receive Accounting and Financial Services from Talent introduced to Client through Paro’s Platform. Clients will make all payments associated therewith through Paro’s Platform. Client also agrees that it will not seek to receive any services directly to subsidiaries, parent companies, partnerships, holdings or investors related to any Talent without processing such request through Paro’s Platform intake processes. Client also agrees that it will not induce any Talent to recruit, refer or hire any other Talent or third parties nor will Client cooperate with any efforts of any Talent to do the same.
NON-CIRCUMVENTION / OPTION TO HIRE TALENT
Client shall remit all payments relating to or in any way connected with Accounting and Financial Services to Talent exclusively through Paro. Client shall not accept proposals from, receive services from, or remit complete or partial payments to Talent for Accounting and Financial Services, or otherwise, without utilizing Paro as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Paro’s role as payment processor hereunder. Client shall notify Paro immediately if Talent contacts Client or suggests remitting payments without utilizing Paro as an intermediary. If Client is or becomes aware of a breach or potential breach of Paro’s non-circumvention policy, Client shall immediately report it to Paro at: firstname.lastname@example.org.
Notwithstanding the foregoing, nothing in this Agreement is intended to constrain the employment of Talent by Client provided the terms of such employment are in accordance with this Agreement as described below. Subject to (a) Client’s prior written notice to Paro, (b) the right to a reasonable wind-down period of at least thirty (30) days as determined by Paro in its sole discretion (based upon Talent’s commitments to Paro related to Paro’s business, including but not limited to commitments to other clients of Paro), and (c) full payment of the Buyout Fee (defined below), Client may at any time during or after the term of this Agreement, opt to directly engage or hire Talent. Within thirty (30) days of hiring or directly engaging Talent, Client shall pay Paro a buyout fee agreed upon by Paro and Client (“Buyout Fee”). Client acknowledges and agrees that the Buyout Fee is a reasonable estimate of the costs to be incurred by Paro to find, recruit, screen, and replace Talent. The Buyout Fee will apply if Talent was (a) introduced by Paro to Client, and (b) hired as an employee or otherwise engaged by Client during the term of this Agreement, or for the twelve (12) month period ending after this Agreement is terminated.
LICENSE AND OWNERSHIP OF PARO’S PLATFORM
The look and feel of Paro’s Platform, proprietary content and software code and other intellectual property associated therewith are owned by Paro and subject to and protected under intellectual property laws. Client acknowledges that Paro owns all rights, title, and interest in and to Paro’s Platform (including all improvements, updates, modifications or enhancements, whether made, created or developed by Paro) and Client agrees not to take any actions inconsistent with such ownership interests.
CONFIDENTIALITY AND NON-DISCLOSURE
LIMITATION OF LIABILITY / RELEASE
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 email@example.com., 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: firstname.lastname@example.org. 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. 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 expressly consent to the exclusive jurisdiction of the Federal and State courts located in Chicago, Illinois. Client and Paro each expressly consent to submit to the exercise of personal jurisdiction of the Federal and State courts located in Chicago, Illinois for any lawsuit arising from or related to this Agreement, without regard to Client’s or Paro’s then-current residence or domicile, and regardless of whether the facts giving rise to such lawsuit occurred or arose within the United States or outside of the United States.