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TERMS OF USE (CLIENT)

Date of Last Revision: August 31, 2017

 

Persons and organizations seeking certain Accounting and Financial Services (defined below) are hereinafter referred to individually as a “Client” and collectively as “Clients.”  These “Terms of Use (Client)” shall govern each Client’s use of Paro’s website and platform (“Paro’s Platform”) and each Client’s engagement with Paro. 

All Clients must read, acknowledge and accept all of the terms and conditions contained in these Terms of Use (Client) in order to use Paro’s Platform.   Paro reserves the right to amend these Terms of Use (Client) at any time by posting a revised version on Paro’s Platform.  Any revisions to the Terms of Use (Client) will take effect on the noted effective date or when posted if there is no noted effective date.  Client’s continued use of Paro’s Platform after any revised version of these Terms of Use (Client) is posted constitutes Client’s acceptance of and agreement to be bound by the Terms of Use (Client), as revised.

PARO’S PLATFORM

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.

ELIGIBILITY

To register for a Paro Account (defined below), Clients must be, and each Client hereby represents and warrants that he, she or it is: (a) either, a legal entity, or an individual eighteen (18) years or older who can form legally binding contracts, (b) not a resident of a geographic area embargoed by the United States, (c) not subject to United States economic sanctions, (d) not a foreign person or entity blocked or denied by the United States government, (e) Client will provide true, accurate, and complete information pursuant to these Terms of Use (Client) and shall continually update Paro, as necessary, to maintain its truthfulness, accuracy, and completeness of information previously provided, (f) Client will not provide any information about its location, business, skills, or the services it provides, that is or becomes false or misleading, and (g) Client is not using Paro’s Platform or engaging Talent for fraudulent purposes, or to engage in any offensive, indecent or objectionable conduct.

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. 

Paro reserves the right, in its sole discretion, to refuse, suspend, or revoke Client’s Paro Account and/or access to Paro’s Platform upon discovery that any information Client provided on any form or posted on Paro’s Platform is not true, inaccurate, or otherwise incomplete, or such information or other conduct otherwise violates these Terms of Use (Client), or for any other reason or no reason in Paro’s sole discretion.

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.

Except as prohibited by applicable law, if Paro determines in its sole discretion that Client has violated the conditions and restrictions of these Terms of Use (Client), Paro may hold the disbursement of fees to any Talent.   Additionally, Paro may also hold the disbursement fees to Talent if (a) Paro requires additional information, such as tax information, government-issued identification, address, or date of birth, (b) Paro has reason to believe the any fees due to Talent may be subject to dispute or chargeback, (c) Paro suspects fraud, (d) Paro believes that there are reasonable grounds for insecurity with respect to the performance of obligations under or adherence with the terms and conditions in this Agreement, (e) Paro deems it necessary in connection with any investigation, or (f) required by applicable law.  

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.

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.

TALENT 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 Platform.  Paro provides this feedback system as a means through which Clients can share their opinions and Paro is not responsible to monitor or censor these opinions. Paro does not investigate any remarks posted by Clients for accuracy or reliability but may do so if Talent requests that Paro do so. Clients 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 Platform, 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 these Terms of Use (Client), or negatively affects Paro’s marketplace or business.  Client agrees to notify Paro of any error or inaccurate statement in Talent’s feedback results.

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: contact@paro.io

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. 

Subject to Client’s compliance with these Terms of Use (Client), Paro hereby grants Client a personal non-exclusive, non-transferrable, revocable, limited license (without the right to sublicense) to access and use Paro’s Platform for business purposes only, subject to the terms and conditions herein.  Paro reserves any and all rights not expressly granted to Client pursuant to these Terms of Use (Client).  The limited rights granted to Client to utilize Paro’s Platform constitute a limited license and is not a sale of any software program or other intellectual property.

Client agrees to not, directly or indirectly, (a) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit Paro in any unauthorized manner, (b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify Paro’s Platform or any part thereof in any form or manner or by any means; (c) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included on Paro’s Platform, (d) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of Paro’s Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), (e) circumvent any functionality that controls access to or otherwise protects Paro’s Platform, or permit any third party to engage in any of the foregoing.   Any attempt to do any of the foregoing is a material breach of these Terms of Use (Client).  If a Client breaches these restrictions, such Client may be subject to prosecution and damages. The proprietary content, information and other materials provided by Paro to Client are protected under intellectual property laws. Client acknowledges and agrees that Paro (or its licensors) own all right, title and interest in and to information posted on Paro’s Platform or otherwise provided by Paro to a Client (including all intellectual property rights therein or related thereto) and Client agrees not to take any action inconsistent with such ownership interests.

CONFIDENTIALITY AND NON-DISCLOSURE

To the extent a Client obtains Confidential Information (defined below), Client shall protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information. Client shall: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Accounting and Financial Services, and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Accounting and Financial Services.  Client shall not disclose, or to attempt to use, or personally benefit from (financially or otherwise) any Confidential Information that is disclosed to or known by Client through activities by virtue of the relationship created hereunder until such time as the Confidential Information has become publicly available through no action of Client, except to the extent expressly permitted by Paro in writing, unless Client is compelled by order of a court or other governmental or legal body to divulge such Confidential Information, in which case Client shall (a) promptly notify Paro (unless prohibited from doing so by the express terms of a government subpoena or court order), and (b) cooperate fully with Paro in protecting such information to the extent possible under applicable law.  If and when Confidential Information is no longer needed for the performance of the Accounting and Financial Services or at Paro’s written request, Client will promptly destroy or return the Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control pursuant to Paro’s direction.  Client shall provide written certification to Paro of compliance with this subsection within ten (10) days after the receipt of Paro’s written request for such certification.  For purposes of the foregoing, the term “Confidential Information” means any information provided to Client by Paro or a Client, or created pursuant to these Terms of Use (Client), regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.  Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Client, (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information, (c) was already known by Client prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality, or (d) was independently developed by Client without use of another person’s Confidential Information.

WARRANTY DISCLAIMER

CLIENT AGREES NOT TO RELY ON PARO’S PLATFORM, ANY INFORMATION FROM PARO OR ON PARO’S PLATFORM, OR THE CONTINUATION OF PARO’S PLATFORM OR WEBSITE.  PARO’S PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PARO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO PARO’S PLATFORM, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS OF USE (CLIENT).  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.

LIMITATION OF LIABILITY / RELEASE

Paro is not liable, and Client agrees not to hold Paro responsible, for any damages or losses arising out of or in connection with these Terms of Use (Client), including, but not limited to (a) Client’s reliance on the quality, accuracy, or reliability of job postings, Client 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 (c) Client’s loss of, or inability to do, business, as a result of these Terms of Use (Client).  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 THESE TERMS OF USE (CLIENT) WILL NOT EXCEED THE LESSER OF: (A) $2,500, OR (B) ANY FEE RETAINED BY PARO WITH RESPECT TO THESE TERMS OF USE (CLIENT) 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 THESE TERMS OF USE (CLIENT) 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 THESE TERMS OF USE (CLIENT) 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.  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 aNY 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 Clients and requests for refunds based upon disputes.

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 Talent, or any third party, against an Indemnified Party relating to: (a) use of the Paro Platform, (b) these Terms of Use (Client); (b) any contract entered into by Client or Client’s agents with Talent, including, but not limited to, the classification of Talent as an employee, the classification of Paro as an employer or joint employer of  Talent, including 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) failure to comply with applicable law by Client or Client’s agents, (d) negligence, willful misconduct, or fraud by Client or Client’s agents, 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 or Client’s agents.

TERMINATION

In the event that Client’s relationship with Paro terminates, Client will continue to be bound by these Terms of Use (Client).  Termination of the relationship with Paro will not relieve any Client of the obligation to pay for Accounting and Financial Services due and owing prior to the date of the termination, which fees and expenses, together with any applicable taxes, Client hereby authorizes Paro to charge to its account on file.  Termination of these Terms of Use (Client) for any reason will not release Client from any obligations incurred prior to termination of these Terms of Use (Client) or that thereafter may accrue in respect of any act or omission prior to such termination.  Those portions of the Terms of Use (Client) necessary to implement the foregoing survive termination of these Terms of Use (Client) for any reason. 

Without limiting Paro’s other rights or remedies, Paro may temporarily suspend, indefinitely suspend, or permanently revoke Client’s ability to receive Accounting and Financial Services if (a) Client breaches the letter or spirit of any terms and conditions of these Terms of Use (Client) or other parts of the Terms of Use (Client), (b) Paro suspects or becomes aware that Client has provided false or misleading information, or (c) Paro believes, in its sole discretion, that Client’s actions may cause legal liability for Talent, Paro, or Paro’s affiliates.

DISPUTE PROCESS

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. 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. 

PRIVACY

The Paro Privacy Policy governs Paro’s collection and use of information related to Paro’s Platform.  Client consents to the collection and use of information as described in the Paro Privacy Policy.

GENERAL

These Terms of Use (Client) 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 any of Client’s rights or obligations hereunder. If any provision of these Terms of Use (Client) 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. 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. The headings and other captions in these Terms of Use (Client) are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Terms of Use (Client). The language used in these Terms of Use (Client) 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.  These Terms of Use (Client) 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.  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 these Terms of Use (Client) may be made by registered mail to it at its address set forth herein.